EXHIBIT 3.3
                       RESTATED BYLAWS OF
                 REMOTE UTILITIES NETWORK, INC.


                            Article I
                             Office

The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal office
may be changed by the Board of Directors. The Corporation also
may have offices in such other places as the Board may from time
to time designate. The location of the initial principal office
of the Corporation shall be designated by resolution.

                           Article II
                      Shareholders Meetings

2.1  Annual Meetings

   The annual meeting of the shareholders for electing Directors
   and transacting other business shall be held at such time and
   place within or without the State of Nevada as may be
   designated by the Board of Directors in a Resolution and set
   forth in the notice of the meeting. Failure to hold any
   annual shareholders' meeting at the designated time shall not
   work a forfeiture or dissolution of the Corporation.

2.2  Special Meetings

   Special meetings of shareholders, other than those regulated
   by statute, may be called by the President upon written
   request of the holders of 50% or more of the outstanding
   shares entitled to vote at such special meeting. Written
   notice of such meeting stating the place, the date and hour
   of the meeting, the purpose or purposes for which it is
   called, and the name of the person by whom or at whose
   direction the meeting is called shall be given.

2.3  Notice of Shareholders Meeting

   The Secretary shall give written notice stating the place,
   day, and hour of the meeting and in the case of a special
   meeting, the purpose or purposes for which the meeting is
   called, which shall be delivered not less than ten or more
   than fifty days before the date of the meeting, either
   personally or by mail to each shareholder of record entitled
   to vote at such meeting. If mailed, such notice shall be
   deemed to be delivered when deposited in the United States
   mail, addressed to the shareholder at their address as it
   appears on the books of the Corporation, with postage thereon
   prepaid. Attendance at the meeting shall constitute a waiver
   of notice thereof.

2.4  Place of Meeting

   The Board of Directors may designate any place, either within
   or without the State of Nevada, as the place of meeting for
   any annual meeting or for any special meeting called by the
   Board of Directors. A waiver of notice signed by all
   shareholders entitled to vote at a meeting may designate any
   place, either within or without the State of Nevada, as the
   place for the holding of such meeting. If no designation is
   made, or if a special meeting is otherwise called, the place
   of meeting shall be the principal office of the Corporation.

2.5  Record Date

   The Board of Directors may fix a date not less than ten nor
   more than fifty days prior to any meeting as the record date
   for the purpose of determining shareholders entitled to
   notice of and to vote at such meetings of the shareholders.
   The transfer books may be closed by the Board of Directors
   for a stated period not to exceed fifty days for the purpose
   of determining shareholders entitled to receive payment of
   any dividend, or in order to make a determination of
   shareholders for any other purpose.

2.6  Quorum

   A majority of the outstanding shares of the Corporation
   entitled to vote, represented in person or by proxy, shall
   constitute a quorum at a meeting of shareholders. If less
   than a majority of the outstanding shares are represented at
   a meeting a majority of the shares so represented may adjourn
   the meeting from time to time without further notice. At a
   meeting resumed after any such adjournment at which a quorum
   shall be present or represented, any business may be
   transacted, which might have been transacted at the meeting
   as originally noticed.

2.7  Voting

   A holder of an outstanding share, entitled to vote at a
   meeting, may vote at such meeting in person or by proxy.
   Except as may otherwise be provided in the currently filed
   Articles of Incorporation, every shareholder shall be
   entitled to one vote for each share standing in their name on
   the record of shareholders. Except as herein or in the
   currently filed Articles of Incorporation otherwise provided,
   all corporate action shall be determined by a majority of the
   vote's cast at a meeting of shareholders by the holders of
   shares entitled to vote thereon.

2.8  Proxies

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

2.9  Informal Action by Shareholders

   Any action required to be taken at a meeting of the
   shareholders. may be taken without a meeting if a consent in
   writing, setting forth the action so taken, shall be signed
   by a majority of the shareholders entitled to vote with
   respect to the subject matter thereof.

                           Article III
                       Board of Directors

3.1  General Powers

   The business and affairs of the Corporation shall be managed
   by its Board of Directors The Board of Directors may adopt
   such rules and regulations for the conduct of their meetings
   and the management of the Corporation as they appropriate
   under the circumstances. The Board shall have authority to
   authorize changes in the Corporation's capital structure.

3.2  Number, Tenure and Qualification

   The number of Directors of the Corporation shall be a number
   between one and seven, as the Directors may by resolution
   determine from time to time. Each of the Directors shall hold
   office until the next annual meeting of shareholders and
   until their successor shall have been elected and qualified.

3.3  Regular Meetings

   A regular meeting of the Board of Directors shall be held
   without other notice than by this Bylaw, immediately after
   and, at the same place as the annual meeting of shareholders.
   The Board of Directors may provide, by resolution, the time
   and place for the holding of additional regular meetings
   without other notice than this resolution.

3.4  Special Meetings

   Special meetings of the Board of Directors may be called by
   order of the Chairman of the Board or the President. The
   Secretary shall give notice of the time, place and purpose or
   purposes of each special meeting by mailing the same at least
   two days before the meeting or by telephone, telegraphing or
   telecopying the same at least one day before the meeting to
   each Director. Meeting of the Board of Directors may be held
   by telephone conference call.

3.5  Quorum

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

3.6  Manner of Acting

   At all meetings of the Board of Directors, each Director
   shall have one vote. The act of a majority of Directors
   present at a meeting shall be the act of the full Board of
   Directors, provided that a quorum is present.

3.7  Vacancies

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

3.8  Removals

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

3.9  Resignation

   A Director may resign at any time by delivering written
   notification thereof to the President or Secretary of the
   Corporation. A resignation shall become effective upon its
   acceptance by the Board of Directors; provided, however, that
   if the Board of Directors has not acted thereon within ten
   days from the date of its delivery, the resignation shall be
   deemed accepted.

3.10 Presumption of Assent

   A Director of the Corporation who is present at a meeting of
   the Board of Directors at which action on any corporate
   matter is taken shall be presumed to have assented to the
   action(s) taken unless their dissent shall be placed in the
   minutes of the meeting or unless he or she shall file their
   written dissent to such action with the person acting as the
   secretary of the meeting before the adjournment thereof or
   shall toward such dissent by registered mail to the Secretary
   of the Corporation immediately after the adjournment of the
   meeting. Such right to dissent shall not apply to a Director
   who voted in favor of such action.

3.11 Compensation

   By resolution of the Board of Directors, the Directors may be
   paid their expenses, if any, of 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.

3.12 Emergency Power

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

3.13 Chairman

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

                           Article IV
                            Officers

4.1  Number

   The Officers of the Corporation shall be a President, one or
   more Vice Presidents, a Secretary, and a Treasurer, each of
   whom shall be elected by a majority of the Board of
   Directors. Such other Officers and assistant Officers as may
   be deemed necessary may be elected or appointed by the Board
   of Directors. In its discretion, the Board of Directors, may
   leave unfilled for any such period as it may determine any
   office except those of President and Secretary. Any two or
   more offices may be held by the same person. Officers may or
   may not be Directors or shareholders of the Corporation.

4.2  Election and Term of Office

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

4.3  Resignations

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

4.4  Removal

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

4.5  Vacancies

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

4.6  President

   The President shall be the chief executive and administrative
   Officer of the Corporation. He or she shall preside at all
   meetings of the stockholders and, in the absence of the
   Chairman of the Board, at meetings of the Board of Directors.
   He or she shall exercise such duties as customarily pertain
   to the office of President and shall have general and active
   supervision over the property, business, and affairs of the
   Corporation and over its several Officers, agents, or
   employees other than those appointed by the Board of
   Directors. He or she may sign execute and deliver in the name
   of the Corporation powers of attorney, contracts, bonds and
   other obligations, and shall perform such other duties as may
   be prescribed from time to time by the Board of Directors or
   by the Bylaws.

4.7  Vice President

   The Vice President shall have such powers and perform such
   duties as may be assigned to him by the Board of Directors or
   the President, in the absence or disability of the President,
   the Vice President designated by the Board or the President
   shall perform the duties and exercise the powers of the
   President. A Vice President may sign and execute contracts
   and other obligations pertaining to the regular course of
   their duties.

4.8  Secretary

   The Secretary shall keep the minutes of all meetings of the
   stockholders and of the Board of Directors and to the extent
   ordered by the Board of Directors or the President, the
   minutes of meetings of all committees. He or she shall cause
   notice to be given of meetings of stockholders, of the Board
   of Directors, and of any committee appointed by the Board. He
   or she shall have custody of the corporate seal and general
   charge of the records, documents and papers of the
   Corporation not pertaining to the performance of the duties
   vested in other Officers, which shall at all reasonable times
   be open to the examination of any Directors. He or she may
   sign or execute contracts with the President or a Vice
   President thereunto authorized in the name of the Corporation
   and affix the seal of the Corporation thereto. He or she
   shall perform such other duties as may be prescribed from
   time to time by the Board of Directors or by the Bylaws.

4.9  Treasurer

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

4.10 Other Officers

   Other Officers shall perform such duties and shall have such
   powers as may be assigned to them by the Board of Directors.

4.11 Salaries

   The salaries or other compensation of the Officers of the
   Corporation shall be fixed from time to time by the Board of
   Directors, except that the Board of Directors may delegate to
   any person or group of persons the power to fix the salaries
   or other compensation of any subordinate Officers or agents.
   No Officer shall be prevented from receiving any such salary
   or compensation by reason of the fact that he or she is also
   a Director of the Corporation.

4.12 Surety Bonds

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

                            Article V
              Contracts, Loans, Checks And Deposits

5.1  Contracts

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

5.2  Loans

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

5.3  Deposits

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

5.4  Checks and Drafts

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

5.6  Bonds and Debentures

   Every bond or debenture issued by the Corporation shall be in
   the form of an appropriate legal writing, which shall be
   signed by the President or Vice President and by the
   Treasurer or by the Secretary, and sealed with the seal of
   the Corporation. The seal may be facsimile, engraved or
   printed. Where such bond or debenture is authenticated with
   the manual signature of an authorized officer of the
   Corporation or other trustee designated by the indenture of
   trust or other agreement under which such security is issued,
   the signature of any of the Corporation's Officers named
   thereon may be facsimile. In case any Officer who signed, or
   whose facsimile signature has been used on any such bond or
   debenture, shall cease to be an Officer of the Corporation
   for any reason before the same has been delivered by the
   Corporation, such bond or debenture may nevertheless be
   adopted by the Corporation and issued and delivered as though
   the person who signed it or whose facsimile signature has
   been used thereon had not ceased to be such Officer.

                           Article VI
                          Capital Stock

6.1  Certificate of Share

   The shares of the Corporation shall be represented by
   certificates prepared by the Board of Directors and signed by
   the President. The signatures of such Officers upon a
   certificate may be facsimiles if the certificate is
   countersigned by a transfer agent or registered by a
   registrar other than the Corporation itself or one of its
   employees. All certificates for shares shall be consecutively
   numbered or otherwise identified. The name and address of the
   person to whom the shares represented thereby are issued,
   with the number of shares and date of issue, shall be entered
   on the stock transfer books of the Corporation. All
   certificates surrendered to the Corporation for transfer
   shall be canceled except that in case of a lost, destroyed or
   mutilated certificate, a new one may be issued therefor upon
   such terms and indemnity to the Corporation as the Board of
   Directors may prescribe.

6.2  Transfer of Shares

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

6.3  Transfer Agent and Registrar

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

6.4  Lost or Destroyed Certificates

   The Corporation may issue a new certificate to replace any
   certificate theretofore issued by it alleged to have been
   lost or destroyed. The Board of Directors may require the
   owner of such a certificate or his (or her) legal
   representative to give the Corporation a bond in such sum and
   with such sureties as the Board of Directors may direct to
   indemnity the Corporation as transfer agents and registrars,
   if any, against claims that may be made on account of the
   issuance of such now certificates. A new certificate may be
   issued without requiring any bond, unless otherwise required
   by law or rules and regulations governing transfer agents.

6.5  Registered Shareholders.

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

                           Article VII
                         Indemnification

No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or obligations
arising out of any acts or conduct of said Officer or Director
performed for or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless each person and
their heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and
against any and all claims, judgments and liabilities to which
such persons shall become subject by reason of their having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by
him as such Director or Officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability, including
power to defend such persons from all suits or claims as provided
for under the provisions of the Nevada Corporate statutes;
provided, however, that no such persons shall be indemnified
against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his (or her) own
negligence or willful misconduct The rights accruing to any
person under the foregoing provisions of this section shall not
exclude any other right to which he or she may lawfully be
entitled, nor shall anything herein contained restrict the right
of the Corporation to indemnify or reimburse such person in any
proper case even though not specifically herein provided for. The
Corporation, its Directors. Officers, employees and agents shall
be fully protected in taking any action or making any payment, or
in refusing so to do in reliance upon the advice of counsel.

                          Article VIII
                             Notice

Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of the Articles
of Incorporation, or under the provisions of the Nevada Corporate
statutes, a waiver thereof in writing signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice. Attendance at any meeting shall constitute a waiver of
notice of such meetings, except where attendance is for the
express purpose of objecting to the holding of that meeting.

                           Article IX
                           Amendments

These Bylaws may be altered, amended, repealed, or new Bylaws
adopted by a majority of the entire Board of Directors at any
regular or special meeting. Any Bylaw adopted by the Board may be
repealed or changed by the action of the shareholders.

                            Article X
                           Fiscal Year

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

                           Article XI
                            Dividends

The Board of Directors may at any regular or special meeting, as
they deem advisable, declare dividends payable out of the surplus
of the Corporation.


                           Article XII
                         Corporate Seal

The corporate seal of the Corporation shall be circular in form
and shall bear the name of the Corporation. The form of seal
shall be subject to alteration by the Board of Directors and the
seal may be used by causing it or a facsimile to be impressed or
affixed or printed or otherwise reproduced. Any Officer or
Director of the Corporation shall have the authority to affix the
corporate seal of the Corporation to any document requiring the
same.

THESE RESTATED BYLAWS ARE APPROVED AND ADOPTED as of this 26th
day of April, 2001.

                                   Remote Utilities Network, Inc.


                                   By:/s/ David Phan
                                      David Phan, President