BYLAWS

                        SPINTEK GAMING TECHNOLOGIES, INC.

                                    PREAMBLE

These bylaws are subject to, and governed  by, the Nevada  Business  Corporation
Act and the articles of in Corporation of Spintek Gaming Technologies, Inc. (the
"Corporation").  These  Bylaws  shall be  controlling  except  in the event of a
direct  conflict  between the  provisions  of these bylaws and (1) the mandatory
provisions of the Nevada  Business  Corporation Act or (2) the provisions of the
articles of in  Corporation  of the  Corporation.  In the event of conflict  the
mandatory  provisions of the Nevada Business  Corporation Act or the articles of
in Corporation of the Corporation,  as the case may be, will be controlling.  In
the event either may control the articles of in Corporation  of the  Corporation
shall prevail.

                                   ARTICLE ONE

                                     OFFICES
                                     -------

         1.01 Registered  Office and Agent. The registered office and registered
agent  of the  Corporation  shall  be as  designated  from  time  to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
Nevada.

         1.02 Other Offices. The Corporation may also have offices at such other
places,  both within and without the State of Nevada,  as the Board of Directors
may from time to time determine or the business of the Corporation may require.


                                   ARTICLE TWO

                                  SHAREHOLDERS
                                  ------------

         2.01  Annual  Meetings.  An  annual  meeting  of  shareholders  of  the
Corporation  shall be held  during each  calendar  year 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,  if not a legal  holiday in the place where
the meeting is to be held,  and, if a legal  holiday in such place,  then on the
next business day following, at the time specified in the notice of the meeting.
At such meeting,  the shareholders shall elect directors and transact such other
business as may properly be brought before the meeting.

         2.02  Special  Meeting.   Special  meetings  of  shareholders,   unless
otherwise  prescribed  by statute,  may be called by the  Chairman of the Board,
Chief Executive Officer,  the Board of Directors,  or by the holders of at least
fifty-one  percent of all shares entitled to vote at the meeting.  Only business
within the purpose or purposes described in the notice of special meeting may be
conducted at such special meeting.
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         2.03 Place of Meetings.  The annual meeting of shareholders may be held
at any place  within or without the State of Nevada  designated  by the Board of
Directors.  Special  meetings of shareholders may be held at any place within or
without the State of Nevada  designated  by the person or persons  calling  such
special  meeting as provided in Section  2.02  above.  Meetings of  shareholders
shall be held at the principal office of the Corporation unless another place is
designated for meetings in the manner  provided  herein.  Notwithstanding,  if a
special meeting of Shareholders  is called by at least 51% of  Shareholders,  it
must be held in Las Vegas, Nevada during the day of the week from Monday through
Friday and between the hours of 8:00 a.m. and 4:00 p.m.

         2.04 Notice.  Except as otherwise  provided by law,  written or printed
notice  stating the place,  day,  and hour of each  meeting of the  shareholders
shall be delivered not less than ten nor more than sixty days before the date of
the meeting.  Such notice shall be by or at the direction of the Chairman of the
Board (Chairman) or Chief Executive Officer,  or the person or group calling the
meeting, to each shareholder of record entitled to vote at said meeting. In case
of a special  meeting,  the purpose or purposes  for which the meeting is called
shall accompany the notice.

         2.05  Voting   List.   At  least  ten  days  before  each   meeting  of
shareholders,  the Secretary shall prepare a complete list of shareholders as of
the date of the  closing of  transfer  records or record  date,  as  provided in
Article 2.10 hereof.  This list shall comprise the  shareholders  and be a prima
facie evidence as to the shareholders entitled to vote at such meeting. The list
shall  bearranged  in  alphabetical   order,   including  the  address  of  each
shareholder  and the number of voting  shares  held by each  shareholder.  For a
period of ten days prior to such meeting, such list shall be kept on file at the
registered office or principal place of business of the Corporation and shall be
subject to inspection by any shareholder  during usual business hours. Such list
shall be produced at such meeting, and at all times during such meeting shall be
subject to inspection by any  shareholder.  The original share transfer  records
closed  as of  the  date  shall  be  prima  facie  evidence  as to who  are  the
shareholders entitled to examine such list.

         2.06 Voting of Shares.  The  following  shares shall not be entitled to
vote or to be counted in determining the total number of outstanding  shares: A)
Treasury  shares,  B) shares of the  Corporation's  own stock  owned by  another
Corporation  the majority of the voting stock of which is owned or controlled by
the  Corporation,  and C) shares  of the  Corporation's  own  stock  held by the
Corporation  in a  fiduciary  capacity.  Shares  standing in the name of another
domestic  or  foreign  Corporation  of any  type or kind  may be  voted  by such
officer,  agent, or proxy as the bylaws of such Corporation may authorize or, in
the absence of such authorization, as the Board of Directors of such Corporation
may  determine.  Shares  held  by  an  administrator,   executor,  guardian,  or
conservator may be voted by him, either in person or by proxy,  without transfer
of such  shares  into his name so long as such  shares form a part of the estate
served by him and are in the possession of such estate. Shares held by a trustee
may be voted by him,  either in person or by proxy,  only after the shares  have
been transferred  into his name as trustee.  Shares held by or under the control
of a receiver may be voted by such receiver without transfer of such shares into
his name.  Shareholders  whose shares are pledged shall be entitled to vote such
          ----------------------------------------------------------------------
shares  until  they  have been  transferred  into the name of the  pledgee,  and
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thereafter, the pledgee shall be entitled to vote such shares.
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         2.07  Quorum:  Withdrawal  of  Quorum.  A quorum  shall be present at a
meeting of  shareholders  if the holders of a majority of the shares entitled to
vote are  represented at the meeting in person or by proxy,  except as otherwise
provided by law or the Articles of Incorporation.  The shareholders  represented
in person  or by proxy at any  properly  called  meeting  lacking  a quorum  can
adjourn the meeting  until such time and to such place as may be determined by a
vote of the  holders of a majority  of the  shares  represented  in person or by
proxy at that  meeting.  Once a quorum is present at a meeting of  shareholders,
the  shareholders  represented  in person or by proxy at the meeting may conduct
such  business  as may be  properly  brought  before  the  meeting  until  it is
adjourned.  The subsequent withdrawal from the meeting of any shareholder or the
refusal of any  shareholder  represented in person or by proxy to vote shall not
affect the presence of a quorum at the meeting.

         2.08 Majority Vote.  Directors of the Corporation shall be elected by a
plurality  of the votes cast by the  holders of shares  entitled  to vote in the
election of directors of the Corporation at a meeting of shareholders at which a
quorum is  present.  Except as  otherwise  provided by law,  the  articles of in
Corporation,  or these bylaws,  with respect to any matter, the affirmative vote
of the holders of a majority  of the  Corporation's  shares  entitled to vote on
that matter shall be the act of the shareholders.

         2.09 Method of Voting;  Proxies.  Each  shareholder  of record,  unless
otherwise provided herein, shall be entitled at every meeting of shareholders to
one vote on each matter  submitted  to a vote,  for every share  standing in his
name on the original share transfer records of the Corporation.  Notwithstanding
the  foregoing,  shareholders  shall be entitled to vote only to the extent that
the voting rights of the shares of any class or classes are increased,  limited,
or denied by the articles of in Corporation or the  designation of rights and/or
preference  associated  with the  issuance  of such  shares.  At any  meeting of
shareholders,  every  shareholder  having  the right to vote may vote  either in
person  or by a  proxy  executed  in  writing  by the  shareholder  by his  duly
authorized  attorney-in-fact.  Each such proxy shall be filed with the secretary
of the  Corporation  before,  or at the time of, the meeting.  No proxy shall be
valid after eleven months from the date of execution,  unless otherwise provided
in the proxy.  If no date is stated on a proxy,  such proxy shall be presumed to
have been  executed on the date of the meeting at which it is to be voted.  Each
proxy shall be  revocable  unless the proxy form  conspicuously  states that the
proxy is irrevocable.

         2.10  Closing of  Transfer  Records;  Record  Date.  For the purpose of
determining  shareholders  entitled  to notice of, or to vote at, any meeting of
shareholders or any adjournment  thereof,  or entitled to receive a distribution
(other than a distribution involving a purchase or redemption by the Corporation
of  any  of  its  own  shares)  or a  share  dividend,  or in  order  to  make a
determination   of  shareholders  for  any  other  proper  purpose  (other  than
determining  shareholders  entitled  to a  consent  to  action  by  shareholders
proposed to be taken without a meting of  shareholders),  the Board of Directors
may provide that the share transfer  records of the Corporation  shall be closed
for a stated  period  but not to exceed in any event  sixty  days.  If the share
transfer records are closed for the purpose of determining shareholders entitled
to notice of, or to vote at, a meeting of  shareholders,  such records  shall be
closed for at least ten days  immediately  preceding  such  meeting.  In lieu of
closing the share transfer records,  the Board of Directors may fix, in advance,

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a date as the record date for any such determination of shareholders.  Such date
in any case  shall not be more than  sixty  days  and,  in case of a meeting  of
shareholders,  not less than ten days prior to the date on which the  particular
action requiring such determination of shareholders is to be taken. If the share
transfer  records  are  not  closed  and if no  record  date  is  fixed  for the
determination  of  shareholders  entitled  to:  1)  notice  of, or to vote at, a
meeting of  shareholders,  2) receive a distribution  (other than a distribution
involving a purchase or redemption by the Corporation of any of its own shares),
or 3) a share dividend, the date on which the notice of the meeting if mailed or
the date on which  the  resolution  of the  Board of  Directors  declaring  such
distribution  or share  dividend  is adapted,  as the case may be,  shall be the
record  date  for  such  determination  of  shareholders.   A  determination  of
shareholders  entitled to vote at any meeting of  shareholders  pursuant to this
Section  2.10,  shall  apply  to  any  adjournment   thereof  except  where  the
determination  has been made through the closing of the share  transfer  records
and the stated period of closing has expired.

         2.11 Officers  Duties at Meetings.  The Chairman  shall preside at, and
the secretary shall prepare minutes of, each meeting of shareholders, and in the
absence of either such officer,  his duties shall be performed by some person or
persons  elected by the vote of the  holders of a  majority  of the  outstanding
shares entitled to vote, present in person or represented by proxy.

         2.12     Advance Notice of Shareholder, Nominations and Proposals.

                  (a)      Annual Meetings.

                           (1)  Nominations of persons for election to the Board
                  of Directors of the  Corporation  and the proposal of business
                  to be considered by the  shareholders may be made at an annual
                  meeting  of  shareholders  (A) by or at the  direction  of the
                  Chairman, the Chief Executive Officer, or by a majority of the
                  Board  of  Directors  or  (B)  by  any   shareholder   of  the
                  Corporation  who was a  shareholder  of  record at the time of
                  filing  of  notice  provided  for in  this  bylaw,  and who is
                  entitled  to vote at such  meeting and who  complies  with the
                  notice procedure set forth in this bylaw.

                           (2) For  nominations or other business to be properly
                  brought before an annual meeting by a shareholder  pursuant to
                  clause (B) of paragraph  (a)(1) of this bylaw, the shareholder
                  must have  given  timely  notice  thereof  in  writing  to the
                  secretary  of the  Corporation  and,  with respect to business
                  other than a director  nomination,  must otherwise be a proper
                  matter for shareholder action at the meeting to be held. To be
                  timely,  a  shareholder's  notice  shall be  delivered  to the
                  secretary   at  the   principal   executive   offices  of  the
                  Corporation  not later than the close of business on the 120th
                  day prior to the anniversary date of the  Corporation's  proxy
                  statement  released to  shareholders  in  connection  with the
                  previous  year's  annual  meeting of  shareholders;  provided,
                  however, that in the event that the date of the annual meeting
                  is more than twenty days before such anniversary  date, notice
                  by the shareholder to be timely must be so delivered not later
                  than the close of business on the fifth day  following the day
                  on which  public  disclosure  of the date of such  meeting  is
                  first made by the  Corporation.  In no event  shall the public
                  disclosure of an adjournment  of an annual meeting  commence a
                  new time  period for the giving of a  shareholder's  notice as
                  described above. Such shareholder's notice shall set forth 

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               (A) as to each person whom the  shareholder  purposes to nominate
               for  election  or  re-election  as  a  director  all  information
               relating  to  such  person  as  required  to  be   disclosed   in
               solicitations of proxies for election of directors in an election
               contest,  or as  otherwise  required,  in each case  pursuant  to
               Regulation  14A under the  Securities  Exchange  Act of 1934,  as
               amended  (the  "Exchange  Act"),   and  Rule  14a-11   thereunder
               (including such person's written consent to be named in the proxy
               statement  as a nominee  and to serve as  director if elected) or
               any Rule or Rule(s) adopted in lieu or substitution therefor; (B)
               as to  any  other  business  desired  to be  brought  before  the
               meeting,  the reasons for conducting such business at the meeting
               and any material  interest in such  business of such  shareholder
               and the beneficial owner, if any, on whose behalf the proposal is
               made;  and (C) as to the  shareholder  giving  the notice and the
               beneficial  owner,  if any,  on whose  behalf the  nomination  or
               proposal is made (i) the name and address of such shareholder, as
               they appear on the  Corporation's  books,  and of such beneficial
               owner,  (ii) the  class or  series  and  number  of shares of the
               Corporation  which are owned  beneficially  and of record by such
               shareholder and such beneficial owner, and (iii) a description of
               any material  interest of such shareholder or beneficial owner in
               such proposal.

                  (b) Special Meetings. Only such business shall be conducted at
         a special meeting of  shareholders  that shall have been brought before
         the  meeting   pursuant  to  the   Corporation's   notice  of  meeting.
         Nominations  of  persons  from the floor for  election  to the Board of
         Directors  may be made at a special  meeting of  shareholders  at which
         directors  are to be elected  pursuant to the  Corporation's  notice of
         meeting (A) by or at the  direction  of the Board of  Directors  or (B)
         provided  that the Board of Directors  has  determined  that  directors
         shall  be  elected  at  such  meeting.  Such  nominations  must be by a
         shareholder  of the  Corporation  who is a shareholder of record at the
         time of giving notice provided for in this bylaw, who shall be entitled
         to vote at the meeting and who complies with the notice  procedures set
         forth in this  bylaw.  In the  event  the  Corporation  calls a special
         meeting  of  shareholders  for  the  purpose  of  electing  one or more
         directors to the Board of Directors,  any such shareholder may nominate
         a  person  or  persons  (as the  case may  be),  for  election  to such
         position(s) as specified in the Corporation's notice of meeting, if the
         shareholder's  notice required by paragraph  (a)(2) of this bylaw shall
         be delivered to the secretary at the principal executive offices of the
         Corporation  not  later  than the  close of  business  on the fifth day
         following the day on which public  disclosure is first made of the date
         of  the  special  meeting  and  of  the  nominee's   disclosure  of  an
         adjournment  of a special  meeting  commence a new time  period for the
         giving of a shareholder's notice as described above.

                  (c)      General.

                         (1) Only such persons who are  nominated in  accordance
                    with  the  procedures  set  forth  in this  bylaw  shall  be
                    eligible to serve as directors and only such business  shall
                    be conducted at a meeting of shareholders as shall have been
                    brought before the meeting in accordance with the procedures
                    set forth in this  bylaw.  Except as  otherwise  provided by
                    law,  the  articles  in  Corporation  or these  bylaws,  the
                    Chairman  of the  meeting  shall  have the power and duty to
                    determine  whether a nomination or any business  proposed to
                    be brought before the meeting was made or

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                    proposed,  as the  case  may  be,  in  accordance  with  the
                    procedures  set forth in this  bylaw  and,  if any  proposed
                    nomination or business is not in compliance with this bylaw,
                    to declare that such defective  proposal or nomination shall
                    be disregarded.

                         (2) For  purpose  of this  bylaw,  "public  disclosure"
                    shall  mean  notice  provided  to  the  shareholders  by the
                    Corporation.

                         (3)  Notwithstanding  the foregoing  provisions of this
                    bylaw,  a shareholder  shall also comply with all applicable
                    requirements   of  the   Exchange  Act  and  the  rules  and
                    regulations thereunder with respect to the matters set forth
                    in this  bylaw.  Nothing  in this  bylaw  shall be deemed to
                    affect any rights (A) of shareholders  to request  inclusion
                    of a proposal in the Corporation's  proxy statement pursuant
                    to Rule  14A-8  under the  Exchange  Act,  as  amended or as
                    superceded  or (B) of the holders of any series of preferred
                    stock to elect directors under specified circumstances.

                                  ARTICLE THREE

                                    DIRECTORS
                                    ---------

         3.01 Management. The powers of the Corporation shall be exercised by or
under the authority of, and the business and affairs of the Corporation shall be
managed under the direction of, the Board of Directors.

         3.02  Number;  Election;  Term;  Qualification.  This  provision of the
by-laws shall take affect  immediately but directors  shall be elected  pursuant
thereto at the annual shareholder meeting next occurring following the effective
date of these by-laws.  The number of directors that shall  constitute the Board
of Directors  shall be not less than one.  The number of  directors  which shall
constitute  the entire Board of Directors  shall be  determined by resolution of
the Board of  Directors  at any meeting  thereof or by the  shareholders  at any
meeting  thereof,  but  shall  never be less than one.  The  directors  shall be
classified  with respect to the time for which they  severally  hold office into
three classes, as nearly equal in number as possible.  At each annual meeting of
the  shareholders of the  Corporation,  the successors of the class of directors
whose term  expires at the  meeting  shall be elected by  plurality  vote of all
shares cast at such  meeting  and shall hold  office for a term  expiring at the
annual  meeting of  shareholders  held in the third year  following  the year of
their  election.  No director need be a shareholder,  a resident of the State of
Nevada, or a citizen on the United States.

         3.03  Changes  in  Number.  No  increase  in the  number  of  directors
constituting  the entire Board of Directors  shall have the effect of shortening
the term on any incumbent  director.  Any directorship to be filled by reason of
an increase in the number of directors may be filled by (i) the  shareholders at
any annual or special  meeting of  shareholders  called for that purpose or (ii)
the Board of  Directors;  provided that the Board of Directors may not fill more
than three such  directorships  during the  period  between  any two  successive
annual meetings of shareholders.

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         3.04 Removal.  At any meeting of shareholders called expressly for that
purpose,  any director or the entire Board of Directors may be removed,  with or
without  cause,  by a vote of the  holders  of a  majority  of the  shares  then
entitled to vote on the election of directors.

         3.05 Vacancies.  Any vacancy occurring in the Board of Directors may be
filled by (i) the  shareholders at any annual or special meeting of shareholders
called  for that  purpose  or (ii) the  affirmative  vote of a  majority  of the
remaining  directors  though  less than a quorum of the  Board of  Directors.  A
director  elected to fill a vacancy  shall be elected to serve for the unexpired
term of his predecessor in office.

         3.06 Place of Meetings. The Board of Directors may hold its meetings in
such place or places  within or without  the State of Nevada as the  majority of
the Board or the Chairman may, from time to time, determine.

         3.07 First Meeting.  Each newly elected Board of Directors may hold its
first meeting for the purpose of  organization  and the transaction of business,
if a quorum is  present,  immediately  after and at the same place as the annual
meeting of shareholders, and notice of such meeting shall not be necessary.

         3.08 Regular  Meetings.  Regular meetings of the Board of Directors may
be held without  notice at such times and places as may be designated  from time
to time by the Chairman of the Board or by  resolution of the Board of Directors
and communicated to all directors.

         3.09 Special Meeting Notice. Special meetings of the Board of Directors
shall be held whenever called by the Chairman,  Chief Executive  Officer,  or by
any Director.  The person calling any special meeting shall cause notice of such
special meeting,  including  therein the time and place of such special meeting,
to be given to each  Director  at least two days before  such  special  meeting.
Neither the business to be transacted at, nor the purpose of any special meeting
of the Board of Directors need be specified in the Notice or Waiver of notice of
any special meeting.

         3.10 Quorum;  Majority Vote. At all meetings of the Board of Directors,
a majority  of the number of  Directors  fixed in the manner  provided  in these
bylaws shall constitute a quorum for the transaction of business. If a quorum is
not present,  a majority of the  Directors  present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting,  until a
quorum is present.  The act of a majority of the directors  present at a meeting
at which a quorum is in  attendance  shall be the act of the Board of Directors,
unless  the act of a greater  number is  required  by law,  the  articles  of in
Corporation, or these bylaws.

         3.11  Procedure;  Minutes.  At  meetings  of the  Board  of  Directors,
business  shall be  transacted  in such  order as the  Board  of  Directors  may
determine from time to time.  The Chairman,  if present,  shall preside.  If the
Chairman  is absent,  the Board of  Directors  shall  appoint at each  meeting a
person  to  preside  at the  meeting  and a person  to act as  Secretary  of the
meeting.  The  Secretary of the meeting  shall  prepare  minutes of the meeting,
which shall be delivered to the  Secretary of the  Corporation  for placement in
the minute books of the Corporation.

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         3.12  Presumption  of Assent.  A  Director  of the  Corporation  who is
present at any meeting of the Board of  Directors  at which action on any matter
is taken  shall be presumed  to have  assented to the action  unless his dissent
shall be  entered  in the  minutes  of the  meeting  or unless he shall file his
written  dissent to such  action  with the  person  acting as  Secretary  of the
meeting before the adjournment thereof or shall forward any dissent by certified
or registered  mail to the Secretary of the  Corporation  immediately  after the
adjournment of the meeting.  Such right to dissent shall not apply to a Director
who voted in favor of such action.

         3.13  Compensation.  Directors,  in their  capacity as  Directors,  may
receive,  by resolution  of the Board of Directors,  a fixed sum and expenses of
attendance, if any, for attending meetings of the Board of Directors or a stated
salary. No Director shall be precluded from serving the Corporation in any other
capacity or receiving compensation therefor.

         3.14 Action without Meeting. Any action which may be taken, or which is
required by law, the articles of inCorporation,  or these bylaws to be taken, at
a meeting of the Board of  Directors  or any  committee  may be taken  without a
meeting if a consent in writing,  setting forth the action so taken,  shall have
been signed by all of the members of the Board of Directors or committee, as the
case may be, and such  consent  shall have the same force and effect,  as of the
date  stated  therein,  as a  unanimous  vote of such  members  of the  Board of
Directors  or  committee,  as such the case may be, and may be stated as such in
any document or instrument filed will the Secretary of State of Nevada or in any
certificate or other document delivered to any person. The consent may be in one
or more  counterparts so long as each director or committee  member signs one of
the  counterparts.  The signed consent shall be placed in the minute book of the
Corporation.

         3.15 Advisory  Directors.  The Board of Directors from time to time may
elect  one or more  persons  to be  Advisory  Directors  who  shall  not by such
appointment be members of the Board of Directors.  Advisory  Directors  shall be
available  from time to time to perform  special  assignments  specified  by the
Chief  Executive  Officer,  to attend  meetings of the Board of  Directors  upon
invitation and to furnish  consultation to the Board. The Board of Directors may
prescribe  the  period  during  which the title  shall be held.  If no period is
prescribed, the title shall be held at the pleasure of the Board.


                                  ARTICLE FOUR

                                   COMMITTEES
                                   ----------

         4.01 Designation.  The Board of Directors may, by resolution adopted by
a majority of the entire Board of Directors, designate one or more committees.

         4.02 Number, Qualification; Term. The Board of Directors, by resolution
adopted by a majority of the entire Board of Directors,  shall  designate one or
more of its members as members of any committee and may designate one or more of
its  members as  alternate  members of any  committee,  who may,  subject to any
limitations  imposed by the Board of Directors,  replace absent or  disqualified
members at any meeting of that  committee.  The Chairman  shall be an ex-officio
member of all  committees.  The number of committee  members may be increased or
decreased  

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from time to time by  resolution  adopted by a majority  of the entire  Board of
Directors.  Each committee  member shall serve as such until the earliest of (i)
the  expiration  of his term as  Director  (ii) his  resignation  as a committee
member or as a Director,  or (iii) his  removal,  as a committee  member or as a
Director.

         4.03 Authority. Each committee, to the extent expressly provided in the
resolution  establishing such committee,  shall have and may exercise all of the
authority  of  the  Board  of  Directors,  including,  without  limitation,  the
authority to authorize a distribution and to authorize the issuance of shares of
the Corporation. Notwithstanding the foregoing, however, no committee shall have
the authority of the Board of Directors in reference to:

               (a) Amending the  Articles of  Incorporation,  except a committee
          may,  to the  extent  provided  in  the  resolution  designating  that
          committee,  exercise the authority of the Board of Directors vested in
          it in accordance with Article 2.13 of the Nevada Business  Corporation
          Act;

               (b)   Proposing  a  reduction  of  the  stated   capital  of  the
          Corporation  in the manner  permitted  by  Article  4.12 of the Nevada
          Business Corporation Act;

               (c)  Approving  a  plan  of  merger  or  share  exchange  of  the
          Corporation;

               (d) Recommending to the shareholders the sale, lease, or exchange
          of the property and assets of the Corporation  except in the usual and
          regular course of its business;

               (e) Recommending to the  shareholders a voluntary  dissolution of
          the Corporation or a revocation thereof;

               (f) Amending, altering, or repealing these bylaws or adopting new
          bylaws;

               (g) Filling vacancies in the Board of Directors;

               (h) Filling  vacancies in, or designating  alternate  members of,
          any committee;

               (i) Filling any directorships to be filled for any reason;

               (j) Electing or removing  officers of the  Corporation or members
          or alternate members of any committee;

               (k) Fixing the  compensation of any member or alternate member of
          any committee; or

               (l)  Altering  or  repealing  any  resolution  of  the  Board  of
          Directors  that by its terms provides that it shall not be amenable or
          repeatable.

         4.04 Committee Changes.  The Board of Directors shall have the power at
any time to fill vacancies in, to change the membership of, and to discharge any
committee.
                                       9
<PAGE>
         4.05 Regular  Meetings.  Regular  meetings of any committee may be held
without notice at such time and place as may be designated  from time to time by
the committee and communicated to all members thereof.

         4.06 Special  Meetings.  Special  meetings of any committee may be held
whenever  called by any  committee  member.  The  committee  member  calling any
special meeting shall cause notice of such special  meeting,  including  therein
the time and place of such special meeting, to be given to each committee member
at least two days  before  such  special  meeting.  Neither  the  business to be
transacted at, nor the purpose of, any special  meeting of any committee need be
specified in the notice or waiver of notice to any special meeting.

         4.07 Quorum; Majority Vote. At meetings of any committee, a majority of
the number of members  designated by the Board of Directors  shall  constitute a
quorum for the transaction of business.  If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting,  until a
quorum is present.  The act of a majority of the members  present at any meeting
at which a quorum is in attendance  shall be the act of a committee,  unless the
act of a greater  number is required by law,  the Articles of  Incorporation  or
these bylaws.

         4.08 Minutes.  Each committee shall cause minutes of its proceedings to
be prepared and shall report the same to the Board of Directors upon the request
of the Board of  Directors.  The minutes of the  proceedings  of each  committee
shall be delivered  to the  Secretary of the  Corporation  for  placement in the
minute books of the Corporation.

         4.09 Compensation. Committee members may, by resolution of the Board of
Directors,  to be allowed a fixed sum and  expenses of  attendance,  if any, for
attending any committee meetings or a stated salary.

         4.10   Responsibility.   The  designation  of  any  committee  and  the
delegation  of  authority  to it shall  not  operate  to  relieve  the  Board of
Directors or any director of any responsibility imposed upon it or such director
by law.


                                  ARTICLE FIVE

                   GENERAL PROVISIONS RELATING TO THE MEETINGS
                   -------------------------------------------

         5.01 Notice.  Whenever by law, the Articles of Incorporation,  or these
bylaws,  notice is required to be given to any committee  member,  Director,  or
shareholder  and no provision  is made as to how such notice shall be given,  it
shall be construed to mean that any such notice may be given (a) in person,  (b)
in writing,  by mail,  postage  prepaid,  addressed  to such  committee  member,
director,  or  shareholder  at his  address  as it  appears  on the books of the
Corporation or, in the case of the  shareholder,  the share transfer  records of
the  Corporation,  or (c) by any  other  method  permitted  by law.  Any  notice
required or permitted to be given by mail shall be deemed to be 

                                       10
<PAGE>
deliverable  and  given at the time  when the same is  deposited  in the  United
States mail, postage prepaid, and addressed as aforesaid.

         5.02 Waiver of Notice.  Whenever by law, the Articles of Incorporation,
or these  bylaws,  any notice is required to be given to any  committee  member,
shareholder,  or Director of the Corporation, a waiver thereof in writing signed
by the person or persons  entitled to such notice,  whether  before or after the
time notice should have given, shall be equivalent to the giving of such notice.
Attendance of a committee  member,  shareholder,  or Director at a meeting shall
constitute a Waiver of Notice of such meeting,  except where such person attends
for the express  purpose of objecting to the  transaction of any business on the
ground that the meeting is not lawfully called or convened.

         5.03  Telephone  and  Similar  Meetings.  Shareholders,  Directors,  or
committee members may participate in and hold a meeting by means of a conference
telephone  or  similar  communications  equipment  by  means  of  which  persons
participating  in the  meeting  can hear  each  other.  Participation  in such a
meeting  shall  constitute  presence in person at such  meeting,  except where a
person  participates  in the meeting for the express purpose of objecting to the
transaction  of any  business  on the ground  that the  meeting is not  lawfully
called or convened.

                                   ARTICLE SIX

                            OFFICERS AND OTHER AGENTS
                            -------------------------

         6.01 Number; Titles; Election; Term; Qualification. The officers of the
Corporation shall be a President,  one or more Vice Presidents (and, in the case
of each Vice  President,  with such  descriptive  title, if any, as the Board of
Directors shall determine),  a Secretary,  and a Treasurer.  The Corporation may
also have a Chairman of the Board,  Chief  Executive  Officer,  Chief  Operating
Officer, Chief Financial Officer, one or more Assistant Treasurers,  one or more
Assistant  Secretaries,  and such other officers and such agents as the Board of
Directors may from time to time elect or appoint.  The Board of Directors  shall
elect a President, Vice President, Treasurer, and Secretary at its first meeting
at such a quorum shall be present after the annual  meeting of  shareholders  or
whenever a vacancy  exists.  The Board of Directors  then, or from time to time,
may also elect or appoint one or more other  officers or agents as it shall deem
advisable. Each officer and agent shall hold office for the term for which he is
elected or appointed  and until his  successor has been elected or appointed and
qualified.  Any person may hold any number of offices. No officers or agent need
be a shareholder, a Director, a resident of the State of Nevada, or a citizen of
the United States.

         6.02 Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors  whenever in its judgment the
best interest of the Corporation will be served thereby,  but such removal shall
be without  prejudice to the contract rights,  if any, of the person so removed.
Election  or  appointment  of an  officer  or agent  shall not of itself  create
contract rights.

        6.03  Vacancies.  The Board of Directors may fill any vacancy occurring
in any office of the Corporation.

                                       11
<PAGE>
         6.04  Authority.  Officers  shall have such  authority and perform such
duties in the  management of the  Corporation as are provided in these bylaws or
as may be determined  by resolution  delegate to any one or more officers of the
Corporation the authority to fix such compensation.

         6.05  Compensation.  The  compensation,  if any, of officers and agents
shall be fixed from time to time by the Board of Directors,  provided,  that the
Board of Directors may by resolution delegate to any one or more officers of the
Corporation the authority to fix such compensation.

         6.06  Chairman of the Board.  The Chairman of the Board shall have such
powers and duties as may be prescribed by the Board of Directors.

         6.07 President.  Subject to such supervisory  powers, if any, as may be
given by the Board of  Directors  to the  Chairman of the Board,  the  President
shall be the Chief  Executive  Officer of the  Corporation.  In such capacity he
shall,  subject  to  the  control  of  the  Board  of  Directors,  have  general
supervision,  direction,  and  control  of  the  business  and  officers  of the
Corporation,  and shall have the general powers and duties of management usually
vested in the office of  President of a  Corporation,  and shall have such other
powers  and  duties  as may be  prescribed  by the Board of  Directors  or these
bylaws. Within this authority and in the course of his duties he shall:

               (a) Conduct Meetings: Preside at all meetings of the shareholders
          and  be an ex  officio  member  of  all  standing  committees  of  the
          Corporation.

               (b) Sign Share  Certificates:  Sign all  certificates of stock of
          the  Corporation  in  conjunction  with  the  Secretary  or  Assistant
          Secretary, unless otherwise ordered by the Board of Directors.

               (c)  Execute  Instruments:   When  authorized  by  the  Board  of
          Directors or required by law, execute, in the name of the Corporation,
          deeds,   conveyances,   notices,  leases,  checks,  drafts,  bills  of
          exchange,  warrants,  promissory notes, bonds, debentures,  contracts,
          and other  papers  and  instruments  in  writing.  Unless the Board of
          Directors  shall order  otherwise  by  resolution,  he shall make such
          contracts as the ordinary  conduct of the  Corporation's  business may
          require.

               (d) Hire and Fire  Employees:  Appoint  and  remove,  employ  and
          discharge,  and prescribe the duties and fix the  compensation  of all
          agents and employees of the Corporation  other than the duly appointed
          officers,  subject to the approval of the Board of Directors. He shall
          control,  subject to the direction of the Board of  Directors,  all of
          the officers, agents, and employees of the Corporation.

               (e) Meetings of Other  Corporations:Unless  otherwise directed by
          the Board of Directors, attend in person or by substitute appointed by
          him, and act and vote on behalf of the  Corporation at all meetings of
          the  shareholders of any Corporation in which this  Corporation  holds
          stock.
                                       12
<PAGE>
         6.08  Executive Vice  President.  There is hereby created the office of
Executive Vice President, who shall be elected by, and serve at the pleasure of,
the Board of Directors.  Subject to the supervisory powers given by the Board of
Directors  to the  Chairman  of the  Board  and  President  the  Executive  Vice
President shall be the Chief Operating Officer of the Corporation. The Executive
Vice  President  shall direct the  day-to-day  activities of the  Corporation in
accordance  with policies and  objectives  established  by the President and the
Board of Directors to achieve  maximum  profitability  of  operations.  He shall
assist the President in developing:  (a) policies of the  Corporation and (b) an
organization   insuring  that  full   advantage  is  taken  of  the   long-range
potentialities of the business. In the absence of the President, he shall direct
and coordinate the activities of the  Corporation's  staff and  operations.  The
Executive Vice President shall perform such other duties as may be prescribed by
the  Board  of  Directors  or as may be  delegated  from  time  to  time  by the
President.

         6.09     Vice Presidents.

                  (a) Not withstanding the provisions of Article 6.09 hereof the
         Corporation may have one or more Executive Vice  Presidents,  each with
         such powers and duties as may be  prescribed by the Board of Directors.
         In  the  absence  of  the  President,   the  Executive  Vice  President
         designated  by the  Board  of  Directors  (or in the  absence  of  such
         designation,  by  designation  of title or if none,  by  seniority,  as
         determined  by the length of time each has held the office of Executive
         Vice  President   continuously)   shall  exercise  the  powers  of  the
         President.

                  (b)  The   Corporation   may  have  one  or  more  group  Vice
         Presidents,  each with such powers and duties as may be  prescribed  by
         the Board of Directors or as may be delegated  from time to time by the
         President.  The group  Vice  Presidents  shall not be  officers  of the
         Corporation  and  shall  not have the  power or  authority  to bind the
         Corporation in its dealings with third parties.

         6.10 Treasurer (Chief Financial Officer).  The Treasurer (also known as
the Chief Financial  Officer) shall have custody of the Corporation's  funds and
securities, shall keep full and accurate accounts of receipts and disbursements,
and shall deposit all moneys and valuable  effects in the name and to the credit
of the  Corporation.  The  funds  shall  be  deposited  in  such  depository  or
depositories as may be designated by the Board of Directors. The Treasurer shall
audit  all  payrolls  and  vouchers  of the  Corporation,  receive,  audit,  and
consolidate  all operating and financial  statements of the  Corporation and its
various  departments,  shall supervise the accounting and auditing  practices of
the  Corporation,  and  shall  have  charge of  matters  relating  to  taxation.
Additionally,  the  Treasurer  shall  have the  power to  endorse  for  deposit,
collection, or otherwise all checks, drafts, notes, bills of exchange, and other
commercial  paper  payable to the  Corporation  and to give proper  receipts and
discharges for all payments to the Corporation. The Treasurer shall perform such
other  duties  as may be  prescribed  by the  Board  of  Directors  or as may be
delegated from time to time by the President.

         6.11 Assistant Treasurers (Controllers). Each Assistant Treasurer shall
have such powers and duties as may be prescribed by the Board of Directors or as
may be delegated  from time 

                                       13
<PAGE>
to time by the President.  The Assistant  Treasurers (in the order as designated
by the Board of Directors or, in the absence of such designation,  as determined
by the  length  of  time  each  has  held  the  office  of  Assistant  Treasurer
continuously)  shall exercise the powers of the Treasurer  during that officer's
absence or inability to act. As between the Corporation  and third parties,  any
action taken by an Assistant  Treasurer in the  performance of the duties of the
Treasurer shall be conclusive evidence of the absence or inability to act of the
Treasurer at the time such action was taken.

         6.12 Secretary. The Secretary shall maintain minutes of all meetings of
the Board of Directors, of any committee, and of the shareholders or consents in
lieu of such minutes in the  Corporation's  minute books, and shall cause notice
of such  meetings to be given when  requested by any person  authorized  to call
such  meetings.  The Secretary may sign with the  President,  in the name of the
Corporation,  all  contracts  of the  Corporation  and  affix  the  seal  of the
Corporation  thereto.  The Secretary shall have charge of the certificate books,
share transfer records,  stock ledgers, and such other stock books and papers as
the Board of Directors may direct, all of which shall at all reasonable times be
open to  inspection  by any  Director  at the office of the  Corporation  during
business  hours.  The  Secretary  shall  perform  such  other  duties  as may be
prescribed by the Board of Directors or as may be delegated from time to time by
the President.

         6.13 Assistant  Secretaries.  Each Assistant  Secretary shall have such
powers and duties as may be  prescribed  by the Board of  Directors or as may be
delegated from time to time by the President.  The Assistant Secretaries (in the
order  designated  by  the  Board  of  Directors,  or in  the  absence  or  such
designation,  as  determined  by the  length of time each has held the office of
Assistant  Secretary  continuously)  shall  exercise the duties of the Secretary
during that  officer's  absence or inability to act. As between the  Corporation
and third parties, any action taken by an Assistant Secretary in the performance
of the duties of the Secretary  shall be  conclusive  evidence of the absence or
inability to act of the Secretary at the time such action was taken.

                                  ARTICLE SEVEN

                          CERTIFICATES AND SHAREHOLDERS
                          -----------------------------

         7.01 Certificates for Shares. The certificates  representing  shares of
stock of the Corporation shall be in such form as shall be approved by the Board
of Directors in conformity  with law. The  certificates  shall be  consecutively
numbered, shall be entered as they are issued in the books of the Corporation or
in the records of the Corporation's designated transfer agent, if any, and shall
state upon the face thereof;  (a) that the  Corporation  is organized  under the
laws of the State of Nevada;  (b) the name of the person to whom issued; (c) the
number and class of shares and the designation of the series, if any, which such
certificate  represents;  (d) the par value of each  share  represented  by such
certificate,  or statement  that the shares are without par value;  and (e) such
other matters as may be required by law. The certificates shall be signed by the
President  or any  Vice  President  and  also  by the  Secretary,  an  Assistant
Secretary, or any other officer; however, the signatures of any of such officers
may be  facsimiles,  The  certificates  may  be  sealed  with  the  seal  of the
Corporation or a facsimile thereof.

                                       14
<PAGE>
         7.02 Issuance.  Shares with or without par value may be issued for such
consideration  and to such  persons,  as the Board of Directors may from time to
time  determine,  except in the case of shares with par value the  consideration
must be at lease equal to the par value of such shares. Shares may not be issued
until the full amount of the  consideration has been paid. After the issuance of
uncertificated  shares, the Corporation or the transfer agent of the Corporation
shall  send to the  registered  owner of such  uncertificated  shares a  written
notice  containing  the  information  required  to  be  stated  on  certificated
representing  shares of stock as set forth in the  Nevada  Business  Corporation
Code and/or the Nevada Uniform Commercial Code as currently in effect and as the
same may be amended from time to time hereafter.

         7.03  Consideration  for Shares.  The consideration for the issuance of
shares shall consist of any tangible or intangible  benefit to the  Corporation,
including cash, promissory notes, services performed,  contracts for services to
be performed, or other securities of the Corporation. In the absence of fraud in
the  transaction,  the  judgment  of the Board of  Directors  as to the value of
consideration  received  shall  be  conclusive.  When  consideration,  fixed  as
provided  by law,  has been paid,  the  shares  shall be deemed to be issued and
shall be considered fully paid and nonassessable. The consideration received for
shares shall be allocated by the Board of  Directors,  in  accordance  with law,
between stated capital and surplus accounts.

         7.04 Lost,  Stolen,  or Destroyed  Certificates.  The Corporation shall
issue a new certificate or certificates in place of any certificate representing
shares previously issued if the registered owner of the certificate:

                  (1) Claim.  Makes proof by  affidavit,  in form and  substance
         satisfactory  to the Board of Directors or any proper  officer,  that a
         previously  issued  certificate  representing  shares  has  been  lost,
         destroyed, or stolen:

                  (2)  Timely   Request.   Requests   that  issuance  of  a  new
         certificate  before the Corporation has notice that the certificate has
         been acquired by a purchaser for value in good faith and without notice
         of an adverse claim;

                  (3) Bond.  If required by the Board of Directors or any proper
         officer,  in  its  or  such  officer's  discretion,   delivers  to  the
         Corporation  a bond or  indemnity  agreement  in such  form,  with such
         surety or sureties,  and with such fixed or open penalty,  as the Board
         of  Directors  or such  officer  may direct,  in its or cash  officer's
         discretion,  to indemnify the  Corporation  (and its transfer agent and
         registrar, if any) against any claim that may be made on account of the
         alleged loss, destruction, or theft of the certificate; and

                  (4)  Other   Requirements.   Satisfies  any  other  reasonable
         requirements imposed by the Board of Directors.

         7.05 Transfer of Shares.  Shares of stock of the  Corporation  shall be
transferable only on the books of the Corporation by the shareholders thereof in
person or by their duly  authorized  attorneys  or legal  representatives.  With
respect to shares,  upon  surrender to the  Corporation or the transfer agent of
the Corporation for transfer of a certificate  representing shares duly endorsed
and accompanied by any reasonable  assurances that such endorsements are genuine
and  effective  as the  

                                       15
<PAGE>
Corporation may require and after compliance with any applicable law relating to
the collection of taxes,  the Corporation or its transfer agent shall, if it has
no notice of an adverse claim or if it has  discharged  any duty with respect to
any adverse claim,  issue one or more new  certificates  to the person  entitled
thereto, cancel the old certificate and record the transaction upon its books.,

         7.06  Registered  Shareholders.  The  Corporation  shall be entitled to
treat the  shareholder  of record as the  shareholder in fact of any shares and,
accordingly,  shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have actual or other notice thereof, except as otherwise provided by law.

         7.07 Legends.  The Board of Directors shall cause an appropriate legend
to be paced  on  certificates  representing  shares  of  stock as may be  deemed
necessary or desirable by the Board of Directors in order for the Corporation to
comply with applicable federal or state securities or other laws.

         7.08  Regulations.  The  Board of  Directors  shall  have the power and
authority  to make all  such  rules  and  regulations  as it may deem  expedient
concerning the issue,  transfer,  registration,  or replacement of  certificates
representing shares of stock of the Corporation.

                                  ARTICLE EIGHT

                            MISCELLANEOUS PROVISIONS
                            ------------------------

         8.01  Dividends.  Subject to provisions of applicable  statutes and the
Articles of Incorporation, dividends may be declared by and at the discretion of
the Board of Directors at any meeting and may be paid in cash,  in property,  or
in shares of stock of the Corporation.

         8.02 Books and Records. The Corporation shall keep books and records of
account and shall keep minutes of the proceedings of its shareholders, the Board
of  Directors,  and each  committee of the Board of Directors.  The  Corporation
shall keep at its registered  office or principal  place of business,  or at the
office of its transfer agent or registrar,  a record of the original issuance of
shares issued by the  Corporation  and a record of each transfer of those shares
that have been presented to the Corporation for registration of transfer, giving
the names and addresses of all past and current  shareholders and the number and
class of the shares held by each of such shareholders.

         8.03 Fiscal Year. The fiscal year of the Corporation  shall be fixed by
the Board of Directors;  provided,  that if such fiscal year is not fixed by the
Board of Directors and the Board of Directors  does not defer its  determination
of the fiscal year, the fiscal year shall be the calendar year.

         8.04 Seal. The seal, if any, of the  Corporation  shall be in such form
as may be approved from time to time by the Board of Directors.  If the Board of
Directors  approves a seal, the affixation of such seal shall not be required to
create a valid and binding obligation against the Corporation.

                                       16
<PAGE>
         8.05  Attestation by the Secretary.  With respect to any deed,  deed of
trust,  mortgage,  or other instrument  executed by the Corporation  through its
duly  authorized  offer or officers,  the  attestation  to such execution by the
Secretary of the  Corporation  shall not be necessary to  constitute  such deed,
deed of trust,  mortgage,  or other  instrument  a valid and binding  obligation
against  the  Corporation  unless  the  resolutions,  if any,  of the  Board  of
Directors  authorizing  such execution  expressly state that such attestation is
necessary.

         8.06  Indemnification.  Each person who is or was a director or officer
of the Corporation,  or each such person who is or was serving at the request of
the Board of Directors or an officer of the Corporation as a Director,  officer,
partner, venturer,  proprietor,  trustee, employee, agent or similar functionary
of another Corporation,  partnership, joint venture, sole proprietorship,  trust
or other  enterprise or employee  benefit plan (including the heirs,  executors,
administrators or estate of such person) shall be indemnified by the Corporation
to its fullest  extent that a  Corporation  is  required or  permitted  to grant
indemnification to such person under the Nevada Business  Corporation Act or any
other relevant provision of Nevada law as the same may exist or may hereafter be
amended  (but, in the case of any such  amendment,  only to the extent that such
amendment permits the Corporation to provide broader indemnification rights than
said law permitted the  Corporation  to provide prior to such  amendment) or any
other applicable laws as presently or hereafter in effect.  Without limiting the
generality or the effect of the foregoing, the Corporation may enter into one or
more agreements with any person,  which provide for  indemnification  greater or
different  than  that  provided  in  this  article  to the  extent  provided  by
applicable  laws.  Any  amendment or repeal of this article  shall not adversely
affect  any  right  protection  existing  hereunder  immediately  prior  to such
amendment or repeal.

         8.07 Insurance.  The Corporation may purchase and maintain insurance or
other  arrangement  on behalf of any person who is or was a  Director,  officer,
employee, or agent of the Corporation or who is or was serving at the request of
the Corporation as a director, officer, partner, venturer, proprietor,  trustee,
employee,   agent,  or  similar  functionary  of  another  foreign  or  domestic
Corporation,  partnership,  joint venture, sole proprietorship,  trust, employee
benefit plan, or other  enterprise,  against any liability  asserted against him
and  incurred  by him in such a capacity or arising out of this status as such a
person,,  whether or not the  Corporation  would have the power to indemnify him
against that liability under these bylaws. If the insurance or other arrangement
is with a person or entity  that is not  regularly  engaged in the  business  of
providing  insurance  coverage,  the  insurance or  arrangement  may provide for
payment of a liability with respect to which the Corporation  would not have the
power to  indemnify  the person only if including  coverage  for the  additional
liability  has been  approved by the  shareholders  of the  Corporation.  In the
absence of fraud,  the judgment of the Board as to the terms and  conditions  of
the  insurance  or other  arrangement  in the  identity  of the insured or other
person participating gin an arrangement shall be conclusive and the insurance or
arrangement shall not be voidable and shall not subject the Directors  approving
the insurance or arrangement or liability, on any ground,  regardless of whether
Directors  participating  in the approval are  beneficiaries of the insurance or
arrangement.

         8.08 Resignation. Any Director, committee member, officer, or agent may
resign by so  stating  at any  meeting  of the Board of  Directors  or by giving
written notice to the Board of Directors, the President, or the Secretary.  Such
resignation shall take effect at the time specified in the statement made at the
Board of Director's  meeting or in the written  notice,  but in no event may

                                       17
<PAGE>
the effective  time of such  resignation  be prior to the time such statement is
made  or such  notice  is  given.  If no  effective  time  is  specified  in the
resignation,   the  resignation  shall  be  effective   immediately.   Unless  a
resignation specifies otherwise, it shall be effective without being accepted.

         8.09  Securities  of  Other  Corporations.  The  President  of any Vice
President  of the  Corporation  shall have the power and  authority to transfer,
endorse for transfer,  vote,  consent,  or take any other action with respect to
any securities of another  issuer which may be held or owned by the  Corporation
and to make, execute, and deliver any waiver,  proxy, or consent with respect to
any such securities.

         8.10 Amendment of Bylaws.  The power to amend or repeal these bylaws or
to adopt new bylaws is vested in the Board of  Directors,  but is subject to the
right of the  shareholders  to amend or  repeal  these  bylaws  or to adopt  new
bylaws.

         8.11 Invalid Provisions. If any part of these bylaws is held invalid or
inoperative  for any reason,  the  remaining  parts,  so far, as is possible and
reasonable, shall remain valid and operative.

         8.12  Headings:  Table of  Contents.  The heading and table of contents
used in these bylaws are for convenience only and do not constitute matter to be
construed in the interpretation of these bylaws.


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