EXHIBIT 3.2
                                     BY-LAWS

                               ARTICLE I - OFFICES

         Section  1. The  principal  office of the  corporation  in the State of
Nevada shall be at 821, Riverside Drive, RENO, Nevada. and the resident agent in
charge thereof is Oliver Merservy.

         Section  2. The  corporation  may have  such  other  offices  within or
without the State of Nevada as the Board of  Directors  may  designate or as the
business of the corporation may require from time to time.

                            ARTICLE II - STOCKHOLDERS

         Section 1. ANNUAL MEETING: The annual meeting of the stockholders shall
be held at a place to be  designated  by the Board on the 20th day of January at
2:00 P.M., beginning with the year 1990, or at such other time on such other day
within such month as shall be fixed by the Board of  Directors,  for the purpose
of electing directors and for the transaction of such other business as may come
before the  meeting.  If the day fixed for the annual  meeting  shall be a legal
holiday,  such meeting shall be held on the next succeeding business day. If the
election of  directors  shall not be held on the day  designated  herein for any
annual meeting of the stockholders,  or at any adjournment thereof, the Board of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
stockholders as soon thereafter as conveniently may be.

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         Section 2. SPECIAL MEETINGS: Special meetings of the stockholders,  for
any purpose or purposes,  unless otherwise  prescribed by statute, may be called
by the Board of  Directors,  and shall be called by the president at the request
of the  holders of not less than ten  percent of all  outstanding  shares of the
corporation  entitled to vote at the meeting.  Unless  requested by stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting,
a  special  meeting  need  not  be  called  to  consider  any  matter  which  is
substantially  the  same as a  matter  voted on at any  special  meeting  of the
stockholders held during the preceding twelve months.

         Section 3. 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 stockholders  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 be otherwise called,  the place of meeting shall be the principal office
of the corporation.

         Section 4. NOTICE OF MEETING: Written notice stating the place, day and
hour of the meeting and, in case of a special  meeting,  the purpose or purposes
for which the meeting is called,  shall, unless otherwise prescribed by statute,
be delivered not less than ten nor more than fifty days before the date of the

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meeting,  either personally or by mail, by or at the direction of the president,
or the secretary,  or the officer or other persons calling the meeting,  to each
stockholder 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  stockholder at his address as it appears on the stock transfer
books of the corporation, with postage thereon prepaid.

         Section 5. CLOSING OF TRANSFER  BOOKS OR FIXING OF RECORD DATE: For the
purpose  of  determining  stockholders  entitled  to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or stockholders  entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
stockholders  for any  other  proper  purpose,  the  board of  directors  of the
corporation  may  provide  that the stock  transfer  books shall be closed for a
stated  period but not to exceed,  in any case,  twenty days. In lieu of closing
the stock  transfer  books,  the board of directors may fix in advance a date as
the record date for any such  determination  of  stockholders,  such date in any
case to be not more than fifty days, and, in case of a meeting of  stockholders,
not less  than ten days  prior  to the  date on  which  the  particular  action,
requiring  such  determination  of  stockholders,  is to be taken.  If the stock
transfer books are not closed and no record date is fixed for the  determination
of stockholders  entitled to notice of or to vote at a meeting of  stockholders,
or  stockholders  entitled to receive  payment of a dividend,  the date on which
notice of the meeting is mailed or

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the date on which  the  resolution  of the  board of  directors  declaring  such
dividend  is  adopted,  as the case may be,  shall be the  record  date for such
determination of stockholders.  But payment or allotment of dividends may not be
made more than  sixty days after the date on which the  resolution  is  adopted.
When a  determination  of  stockholders  entitled  to  vote  at any  meeting  of
stockholders has been made as provided in this section, such determination shall
apply to any  adjournment  thereof  regardless  of its length  except  where the
determination  has been made through the closing of the stock transfer books and
the stated period of closing has expired.

         Section 6. BOOKS AND ACCOUNTS: This corporation shall keep and maintain
at its principal office in this State:

         (a)      A certified copy of its certificate of incorporation or
articles of incorporation, and all amendments thereto.

         (b) A certified copy of its by-laws and all amendments.

         (c) A stock  ledger or a  duplicate  stock  ledger,  revised  annually,
containing  the  names,   alphabetically   arranged,  of  all  persons  who  are
stockholders of the  corporation,  showing their places of residence,  if known,
and the number of shares held by them respectively; or

         (d) In lieu of the stock ledger or duplication  stock ledger  specified
in paragraph (c), a statement setting out the name of the custodian of the stock
ledger or  duplicate  stock  ledger,  and the present and  complete  post office
address, including street

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and number,  if any, where such stock ledger or duplicate stock ledger specified
in this section is kept.

         Any person who has been a stockholder of record of a corporation  for a
least 6 months  immediately  preceding  his demand,  or any person  holding,  or
thereunto authorized in writing by the holders of, at least 5 percent of all its
outstanding  shares,  upon at  least 5 days'  written  demand,  or any  judgment
creditor  of the  corporation  without  prior  demand,  shall  have the right to
inspect in person or by agent or attorney,  during  usual  business  hours,  the
stock ledger or duplicate stock ledger,  whether kept in the principal office of
the  corporation  in this state or elsewhere as provided in paragraph (d) and to
make  extracts  therefrom.  Holders of voting  trust  certificates  representing
shares of the corporation  shall be regarded as stockholders  for the purpose of
this subsection.

         Section  7.  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 stockholders. If less than a majority of the
outstanding  shares  are  represented  at a meeting,  a  majority  of the shares
represented may adjourn the meeting from time to time without further notice. At
such adjourned  meeting at which a quorum shall be present or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  noticed.  The stockholders  present at a duly organized  meeting may
continue to

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transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

         Section 8. PROXIES:  At any meeting of stockholders,  a stockholder may
vote in person or by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of the
corporation  before or at the time of the  meeting.  A proxy  shall not be valid
after  six  months  from  the  date of its  execution,  unless  coupled  with an
interest,  but no proxy  shall be valid  after  seven years from the date of its
execution,  unless  renewed  or  extended  at any time  before  its  expiration.
Notwithstanding that a valid proxy is outstanding the powers of the proxy holder
are  suspended,  except in the case of a proxy coupled with an interest which is
designated  as  irrevocable,  if the person  executing the proxy is present at a
meeting and elects to vote in person.

         Section 9. VOTING OF SHARES:  Subject to the  provisions of Section 13.
of this Articles II, each  outstanding  share entitled to vote shall be entitled
to one vote upon each matter submitted to a vote at a meeting of stockholders.

         Section 10. VOTING OF SHARES BY CERTAIN HOLDERS: Shares standing in the
name of another corporation may be voted by such officer,  agent or proxy as the
by-laws  or a  resolution  of the board of  directors  of such  corporation  may
prescribe,  and a certified copy of the by-law or resolution is presented at the
meeting.

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         Shares held by an administrator,  executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of shares into
his name. A stockholder  whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Neither treasury shares of its own stock held by the  corporation,  nor
shares held by another  corporation if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

         Section 11. VOTING TRUSTS: A stockholder,  by agreement in writing, may
transfer his stock to a voting trustee or trustees for the purpose of conferring
the right to vote thereon for a period not exceeding 15 years upon the terms and
conditions  therein stated.  The  certificates of stock so transferred  shall be
surrendered and canceled and new certificates therefor issued to such trustee or
trustees  in  which it shall  appear  that  they  are  issued  pursuant  to such
agreement,  and in the  entry  of such  ownership  in the  proper  books of such
corporation  that fact  shall  also be noted,  and  thereupon  such  trustee  or
trustees  may  vote  upon the  stock so  transferred  during  the  terms of such
agreement. A duplicate of every such agreement shall be filed in the

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principal  office of the  corporation and at all times during such terms be open
to inspection by any stockholder or his attorney.

         Section  12.  INFORMAL  ACTION  BY  STOCKHOLDERS:  Any  action,  except
election of  directors,  required or  permitted  to be taken at a meeting of the
stockholders  may be taken  without a meeting if a consent in  writing,  setting
forth the action so taken,  shall be signed by all of the stockholders  entitled
to vote with respect to the subject matter thereof.

         Section 13.  REMOVAL OF  DIRECTORS:  Any  director  may be removed from
office by the vote or written consent of stockholders representing not less than
two-thirds of the issued and outstanding capital stock entitled to voting power.

         All vacancies,  including  those caused by an increase in the number of
directors  may be filled by a majority of the  remaining  directors  though less
than a quorum.

         When  one  or  more  directors  shall  give  notice  of  his  or  their
resignation to the board, effective at a future date, the board shall have power
to fill such  vacancy or  vacancies  to take  effect  when such  resignation  or
resignations  shall become effective,  each director so appointed to hold office
during  the  remainder  of the  term of  office  of the  resigning  director  or
directors.

                             ARTICLE III - DIRECTORS

         Section 1. The business of this corporation shall be managed by a board
not less than 3 directors or  trustees,  all of whom shall be of full age and at
least one of whom shall be a citizen of the United States, except that, in cases
where all the shares

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of the  corporation  are owned  beneficially  and of record by either one or two
stockholders,  the number of directors  may be less than three but not less than
the number of  stockholders.  Unless  otherwise  provided in the  certificate or
articles of incorporation,  or an amendment  thereof,  it shall not be necessary
for directors to be stockholders.

         Section  2.  REGULAR  MEETINGS:  A  regular  meeting  of the  Board  of
Directors shall be held without other notice than this By-Law immediately after,
and at the same  place as,  the annual  meeting  of  stockholders.  The Board of
Directors  may provide,  by  resolution,  the time and place,  either  within or
without this state, for the holding of additional regular meetings without other
notice than such resolution.

         Section 3. SPECIAL MEETINGS: Special meetings of the Board of Directors
may be called by or at the request of the  president or any two  directors.  The
person or persons  authorized to call special meetings of the Board of Directors
may fix any place,  either within or without the state, as the place for holding
any special meeting of the Board of Directors called by them.

         Section 4.  NOTICE:  Notice of any  special  meeting  shall be given at
least five days  previously  thereto by written notice  delivered  personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be

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delivered when  the telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except where a director  attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be  transacted  at, nor the purpose  of, any  regular or special  meeting of the
Board of  Directors  need be specified in the notice or waiver of notice of such
meeting.

         Section 5.  QUORUM:  A majority  of the  number of  directors  fixed by
Section 1. of this Article III shall  constitute a quorum for the transaction of
business  at any  meeting  of the  Board of  Directors,  but if less  than  such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time without further notice.

         Section 6. MANNER OF ACTING:  The act of the majority of the  directors
present at a meeting at which a quorum is present  shall be the act of the Board
of Directors.

         Section 7. INFORMAL OR IRREGULAR ACTION BY DIRECTORS OR COMMITTEES: (a)
Action taken by the required majority of the directors or members of a committee
without a meeting is nevertheless board or committee action if:

         Written  consent  to the  action  in  question  is  signed  by all  the
directors or members of the committee, as the case

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may  be,  and  filed  with  the  minutes  of the  proceedings  of the  board  or
committee, whether done before or after the action so taken.

         (b) Any one or more directors or members of a committee may participate
in a meeting of the board or  committee  by means of a  conference  telephone or
similar  communications  device  which allows all persons  participating  in the
meeting to hear each other, and such  participation in a meeting shall be deemed
presence in person at such meeting.

         Section 8. EXECUTIVE AND OTHER COMMITTEES:  (a) The Board of Directors,
by  resolution  adopted by a majority of the number of directors  then in office
may  designate  from among its members an  executive  committee  and one or more
other committees,  each consisting of two or more directors,  and each of which,
to the extent provided in the resolution or in the charter or these ByLaws shall
have and may exercise all of the authority of the Board of Directors  except the
power to:

         (i) Declare dividends or distributions on stock;

         (ii) Issue  stock  other than as  provided  in  subsection  (b) of this
section.

         (iii)  Recommend  to  the   stockholders   any  action  which  requires
stockholder approval.

         (iv) Amend the By-Laws; or

         (v)  Approve  any  merger  or share  exchange  which  does not  require
stockholder approval.

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         (b) If the Board of Directors has given general  authorization  for the
issuance  of stock,  a  committee  of the Board,  in  accordance  with a general
formula or method specified by the board by resolution or by adoption of a stock
option or other plan,  may fix the terms of stock subject to  classification  or
reclassification  and the terms on which any stock may be issued,  including all
terms and  conditions  required or permitted to be  established or authorized by
the Board of Directors under the Nevada General Corporation Law.

         (c) The appointment of any committee, the delegation of authority to it
or action by it under that authority  does not constitute of itself,  compliance
by any director  not a member of the  committee,  with the standard  provided by
statute for the performance of duties of directors.

         Section 9. COMPENSATION:  By resolution of the Board of Directors, each
director may be paid his expenses,  if any, of attendance at each meeting of the
Board of  Directors,  and may be paid a stated salary as director or a fixed sum
for  attendance  at each  meeting  of the Board of  Directors  or both.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.

         Section 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  unless he shall  announce  his  dissent at the  meeting and his
dissent  is  entered  in the  minutes  and he  shall  forward  such  dissent  by
registered mail

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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.

                              ARTICLE IV - OFFICERS

         Section 1. NUMBER: The corporation shall have a president, a secretary,
a treasurer, and a resident agent, each of whom shall be elected by 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.  Any two or more offices
may be held by the same person.

         Section 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  stockholders.  If the election of officers  shall not be
held at such  meeting,  such  election  shall  be  held  as soon  thereafter  as
conveniently  may be. Each officer shall hold office until his  successor  shall
have been duly  elected  and shall have  qualified  or until he shall  resign or
shall have been removed in the manner hereinafter provided.

         Section 3. 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 any officer
or agent shall not of itself create contract rights.

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         Section  4.  VACANCIES:  A  vacancy  in any  office  because  of death,
resignation,  removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         Section 5. PRESIDENT:  The president  shall be the principal  executive
officer  of the  corporation,  and  subject  to the  control  of  the  Board  of
Directors,  shall in general  supervise  and  control  all of the  business  and
affairs of the  corporation.  The president shall have authority to institute or
defend legal  proceedings  when the directors  are  deadlocked.  He shall,  when
present,  preside  at all  meetings  of the  stockholders  and of the  Board  of
Directors.  He may sign,  with the secretary or any other proper  officer of the
corporation  thereunto  authorized by the Board of Directors,  certificates  for
shares of the corporation,  any deeds,  mortgages,  bonds,  contracts,  or other
instruments  which the Board of Directors has authorized to be executed,  except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these By-Laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties  incident to the office of the president and
such other duties as may be  prescribed  by the Board of Directors  from time to
time.

         Section 6. THE SECRETARY:  The secretary shall: (a) keep the minutes of
the proceedings of the stockholder and of the

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Board  of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these By-Laws or
as required by law; (c) be custodian of the corporate records and of the seal of
the  corporation  and see that the seal of the  corporation  is  affixed  to all
documents the execution of which on behalf of the corporation  under its seal is
duly  authorized;  (d)  keep a  register  of the  post  office  address  of each
stockholder which shall be furnished to the secretary by such  stockholder;  (e)
sign  with the  president,  certificates  for  shares  of the  corporation,  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors;  (f)  have  general  charge  of  the  stock  transfer  books  of  the
corporation;  (g) in  general  perform  all  duties  incident  to the  office of
secretary  and such other  duties as from time to time may be assigned to him by
the president or by the Board of Directors.

         Section 7. THE  TREASURER:  The  treasurer  shall:  (a) have charge and
custody of and be responsible  for all funds and securities of the  corporation;
(b) receive and give receipts for moneys due and payable to the corporation from
any  source  whatsoever,  and  deposit  all  such  moneys  in  the  name  of the
corporation in such banks,  trust  companies or other  depositories  as shall be
selected in accordance  with the provisions of Article VI of these By-Laws;  and
(c) in general perform all of the duties incident to the office of treasurer and
such other  duties as from time to time may be assigned to him by the  president
or by the

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Board of Directors.  If required by the Board of Directors,  the treasurer shall
give a bond for the  faithful  discharge  of his  duties  in such sum with  such
surety or sureties as the Board of Directors shall determine.

         Section 8.  SALARIES:  The salaries of the officers shall be fixed from
time to time by the Board of Directors  and no officer  shall be prevented  from
receiving  such  salary by reason of the fact that he is also a director  of the
corporation.

               ARTICLE V - INDEMNIFICATION OF OFFICERS, DIRECTORS,
                               EMPLOYEES AND AGENTS

         Section 1. The  corporation  shall indemnify any person who was or is a
party or threatened to be made a party to any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other  than  action  by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was

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unlawful. The termination of any action, suit or proceeding by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 2. No officer,  director or  stockholder  may become  surety on
behalf of the  corporation for any of its  obligations  under any  circumstances
whatsoever.

               ARTICLE VI - CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 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 on behalf of the  corporation,  and such authority
may be general or confined to specific instances.

         Section  2.  LOANS:  No loans  shall be  contracted  on  behalf  of the
corporation and no evidences of indebtedness  shall be issued in its name unless
authorized  by a resolution  of the Board of  Directors.  Such  authority may be
general or confined to specific instances.

         Section 3. CHECKS,  DRAFTS,  ETC.: All checks,  drafts, or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation, shall be

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signed by such officer or officers,  agent or agents of the  corporation  and in
such manner as shall from time to time be  determined by resolution of the Board
of Directors.

         Section  4.  DEPOSITS:  All  funds  of the  corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  corporation
in such banks,  trust companies or other  depositories as the Board of Directors
may select.

            ARTICLE VII - CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1. CERTIFICATES FOR SHARES: Certificates representing shares of
the  corporation  shall be in such form as shall be  determined  by the Board of
Directors.   Such   certificates   shall  be  signed  by  the   president  or  a
vice-president and countersigned by the secretary or an assistant  secretary and
sealed with the corporation seal or a facsimile thereof.  The signatures of such
officers upon a certificate  may be facsimile  signatures if the  certificate is
manually  signed on behalf of a  transfer  agent or a  registrar  other than the
corporation or an employee of the corporation. Each certificate 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  cancelled  and  no  new  certificates  shall  be  issued  until  the  former
certificates for a like number of shares shall have been

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surrendered and cancelled, 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

         Section 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 legal  representative,  who shall  furnish  proper
evidence of authority to transfer,  or by his 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.

                           ARTICLE VIII - FISCAL YEAR

         Section 1. The fiscal year of the corporation  shall begin on the first
day of October.

                             ARTICLE IX - DIVIDENDS

         Section 1. The board of Directors  may, from time to time,  declare and
the corporation may pay dividends on its outstanding  shares in the manner,  and
upon the terms and conditions provided by law and its Articles of Incorporation.

                           ARTICLE X - CORPORATE SEAL

         Section 1. The Board of Directors  shall provide a corporate seal which
shall be circular in form and shall have inscribed

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thereon  the  name of the  corporation,  the year of its  incorporation  and the
words, "Corporate Seal, Nevada".

                          ARTICLE XI - WAIVER OF NOTICE

         Section  1.  Whenever  any  notice  is  required  to be  given  to  any
stockholder or director of the corporation under the provisions of these By-Laws
or under the provisions of the ByLaws or under the provisions of the Articles of
Incorporation  or under the  provisions  of the general  corporation  law of the
State of Nevada,  a waiver  thereof  in writing  signed by any 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.

                            ARTICLE XII - AMENDMENTS

         Section 1. The board of Directors  shall have the power to make,  alter
and repeal  By-Laws,  but By-Laws  made by the board may be altered or repealed,
and new By-Laws made, by the stockholders.

         Section 2. Any  amendments to these By-Laws shall not become  effective
for a period of twelve months following adoption thereof.

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