EXHIBIT 3.1


                                     BYLAWS

                                       OF

                          CATEGORY 5 TECHNOLOGIES, INC.
<PAGE>
                                 INDEX TO BYLAWS

                                       OF

                          CATEGORY 5 TECHNOLOGIES, INC.
<TABLE>
<CAPTION>

                                                                                                               Page
                                                                                                               ----

<S>      <C>                                                                                                     <C>
ARTICLE I Offices.................................................................................................1
         Section 1.1 Business Offices.............................................................................1
         Section 1.2 Principal Office.............................................................................1
         Section 1.3 Registered Office............................................................................1

ARTICLE II Shareholders...........................................................................................1
         Section 2.1 Annual Meeting...............................................................................1
         Section 2.2 Special Meetings.............................................................................1
         Section 2.3 Place of Meetings............................................................................2
         Section 2.4 Notice of Meetings...........................................................................2
         Section 2.5 Fixing of Record Date........................................................................3
         Section 2.6 Shareholder List for Meetings................................................................4
         Section 2.7 Shareholder Quorum and Voting Requirements...................................................4
         Section 2.8 Increasing Quorum or Voting Requirements.....................................................5
         Section 2.9 Proxies......................................................................................5
         Section 2.10 Voting of Shares............................................................................5
         Section 2.11 Corporation's Acceptance of Votes...........................................................5
         Section 2.12 Action Without a Meeting....................................................................6
         Section 2.13 Meetings by Telecommunication...............................................................7
         Section 2.14 Voting Trusts and Agreements................................................................7
         Section 2.15 Voting for Directors........................................................................7
         Section 2.16 Maintenance of Records and Shareholder Inspection Rights....................................8
         Section 2.17 Financial Statements and Share Information..................................................9
         Section 2.18 Dissenters' Rights..........................................................................9
         Section 2.19 Shares Held by Nominees.....................................................................9

ARTICLE III Board of Directors....................................................................................9
         Section 3.1 General Powers...............................................................................9
         Section 3.2 Number......................................................................................10
         Section 3.3 Resignation.................................................................................10
         Section 3.4 Removal.....................................................................................10
         Section 3.5 Vacancies...................................................................................10
         Section 3.6 Regular Meetings............................................................................11
         Section 3.7 Special Meetings............................................................................11
         Section 3.8 Place of Meetings - Meetings by Telephone...................................................11
         Section 3.9 Notice of Meetings..........................................................................11
         Section 3.10 Waiver of Notice...........................................................................11
         Section 3.11 Quorum and Manner of Acting................................................................11

</TABLE>

                                       i
<PAGE>
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>      <C>                                                                                                     <C>

         Section 3.12 Action Without a Meeting...................................................................12
         Section 3.13 Compensation...............................................................................12
         Section 3.14 Committees.................................................................................12
         Section 3.15 Standards of Conduct.......................................................................13
         Section 3.16 Conflicting Interest Transactions..........................................................13

ARTICLE IV Officers..............................................................................................13
         Section 4.1 Number and Qualifications...................................................................13
         Section 4.2 Appointment and Term of Office..............................................................13
         Section 4.3 Removal and Resignation of Officers.........................................................14
         Section 4.4 Authority and Duties........................................................................14
         Section 4.5 Surety Bonds................................................................................16
         Section 4.6 Compensation................................................................................16

ARTICLE V Standards of Conduct for Officers and Directors........................................................16
         Section 5.1 Standards of Conduct........................................................................16
         Section 5.2 Reliance on Information and Reports.........................................................16
         Section 5.3 Limitation on Liability.....................................................................17

ARTICLE VI Indemnification.......................................................................................17
         Section 6.1 Indemnification of Directors................................................................17
         Section 6.2 Advance Expenses for Directors..............................................................18
         Section 6.3 Indemnification of Officers.................................................................19
         Section 6.4 Insurance...................................................................................19
         Section 6.5 Scope of Indemnification....................................................................19
         Section 6.6 Other Rights and Remedies...................................................................20
         Section 6.7 Severability................................................................................20

ARTICLE VII Stock................................................................................................20
         Section 7.1 Issuance of Shares..........................................................................20
         Section 7.2 Certificates for Shares; Shares Without Certificates........................................20
         Section 7.3 Restrictions on Transfer of Shares Permitted................................................21
         Section 7.4 Acquisition of Shares by the Corporation....................................................22

ARTICLE VIII Amendments to Bylaws................................................................................22
         Section 8.1 Authority to Amend..........................................................................22

ARTICLE IX Miscellaneous.........................................................................................22
         Section 9.1 Corporate Seal..............................................................................22
         Section 9.2 Fiscal Year.................................................................................22


</TABLE>
                                       ii
<PAGE>
                                     BYLAWS

                                       OF

                          CATEGORY 5 TECHNOLOGIES, INC.


                                    ARTICLE 1

                                     Offices

         Section 1.1. Business Offices. The corporation may have such offices as
the Board of Directors may from time to time determine or as the business of the
corporation may from time to time require.

         Section 1.2. Principal Office. The principal office of the corporation
shall be located at any place either within or outside Nevada as the corporation
shall determine. The corporation shall maintain at its principal office a copy
of such corporate records as may be required by Nevada law and Section 2.16 of
these bylaws.

         Section 1.3. Registered Office. The registered office of the
corporation required by Nevada law to be maintained in Nevada shall be the
registered office as designated as the corporation's registered office in the
most recent document on file with the State of Nevada providing such
information. The corporation shall maintain a registered agent at the registered
office, as required by Nevada law. The registered office and registered agent
may be changed from time to time as provided by Nevada law.

                                   ARTICLE 2

                                  Shareholders

         Section 2.1. Annual Meeting. The annual meeting of shareholders shall
be held each year on a date and at a time designated by the Board of Directors.
In the absence of such designation, the annual meeting of shareholders shall be
held on the third Wednesday of October in each year at 11:00 a. m. However, if
the day fixed for the annual meeting is a legal holiday in Nevada, then the
meeting shall be held at the same time and place on the next succeeding business
day. At the meeting, directors shall be elected and any other proper business
may be transacted. If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the shareholders as soon thereafter as may be convenient.
Failure to hold an annual meeting as required by these bylaws shall not affect
the validity of any corporate action or work a forfeiture or dissolution of the
corporation.

         Section 2.2. Special Meetings. Special meetings of the shareholders may
be called at any time by the Board of Directors, by such officers or persons as
may be authorized by the bylaws to call a special meeting, or by the holders of
shares representing at least ten percent (10%) of all the votes entitled to be
cast on any issue proposed to be considered at the meeting, all in accordance
with Nevada law.

                                       1
<PAGE>

         Section 2.3. Place of Meetings. Each annual or special meeting of the
shareholders shall be held at such place, either within or outside Nevada, as
may be designated by the Board of Directors. In the absence of any such
designation, meetings shall be held at the principal office of the corporation.

         Section 2.4. Notice of Meetings.

              (a) Required Notice. The corporation shall give notice to
         shareholders of the date, time, and place of each annual and special
         meeting of shareholders no fewer than ten (10) nor more than sixty (60)
         days before the meeting date, in accordance with the requirements of
         Nevada law. Unless otherwise required by law or the articles of
         incorporation, the corporation is required to give the notice only to
         shareholders entitled to vote at the meeting. The notice requirement
         will be excused under certain circumstances with respect to
         shareholders whose whereabouts are unknown, as provided in Nevada law.

              If the proposed corporate action creates dissenters' rights, the
         notice must be sent to all shareholders of the corporation as of the
         applicable record date, whether or not they are entitled to vote at the
         meeting.

              (b) Contents of Notice. The notice of each special meeting must
         include a description of the purpose or purposes for which the meeting
         is called. Except as provided in this Section 2.4(b), or as otherwise
         required by Nevada law, other applicable law, or the articles of
         incorporation, notice of an annual meeting need not include a
         description of the purpose or purposes for which the meeting is called.

              If a purpose of any shareholder meeting is to consider: (1) a
         proposed amendment to the articles of incorporation; (2) a plan of
         merger or share exchange; (3) the sale, lease, exchange or other
         disposition of all, or substantially all, of the corporation's
         property; (4) the dissolution of the corporation; or (5) the removal of
         a director, the notice must so state and be accompanied by a copy or
         summary of the transaction documents, as set forth in the
         above-referenced sections of Nevada law.

              If the proposed corporate action creates dissenters' rights, the
         notice must state that shareholders are, or may be, entitled to assert
         dissenters' rights.

              (c) Adjourned Meeting. If any annual or special meeting of
         shareholders is adjourned to a different date, time or place, then
         subject to the requirements of the following sentence notice need not
         be given of the new date, time and place if the new date, time and
         place are announced at the meeting before adjournment. If the
         adjournment is for more than thirty (30) days, or if after the
         adjournment a new record date for the adjourned meeting is or must be
         fixed under Nevada law and Section 2.5 of these bylaws, notice of the
         adjourned meeting must be given pursuant to the requirements of Section
         2.4(a) of these bylaws to shareholders of record entitled to vote at
         the meeting, as provided in Nevada law.

              (d) Waiver of Notice. A shareholder may waive notice of any
         meeting (or any other notice required by Nevada law, the articles of

                                       2
<PAGE>

         incorporation or these bylaws) by a writing signed by the shareholder
         entitled to the notice, which is delivered to the corporation (either
         before or after the date and time stated in the notice as the date and
         time when any action will occur), for inclusion in the minutes or
         filing with the corporation records. A shareholder's attendance at a
         meeting: (a) waives objection to lack of notice or defective notice of
         the meeting, unless the shareholder at the beginning of the meeting
         objects to holding the meeting or transacting business at the meeting
         because of lack of notice or defective notice; and (b) waives objection
         to consideration of a particular matter at the meeting that is not
         within the purpose or purposes described in the meeting notice, unless
         the shareholder objects to considering the matter when it is presented.

         Section 2.5 Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to: (i) notice of or to vote at any
meeting of shareholders or any adjournment thereof; (ii) take action without a
meeting; (iii) demand a special meeting; (iv) receive payment of any
distribution or share dividend; or (v) take any other action, the board of
directors may fix in advance a date as the record date for one or more voting
groups. As provided in Nevada law, a record date fixed pursuant to such section
may not be more than 70 days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If no record date
is otherwise fixed by the board as provided herein, then the record date for the
purposes set forth below shall be the close of business on the dates indicated:

              (a) With respect to a determination of shareholders entitled to
         notice of and to vote at an annual or special meeting of shareholders,
         the day before the first notice is mailed to shareholders;

              (b) With respect to a determination of shareholders entitled to
         demand a special meeting of shareholders, the later of (i) the earliest
         date of any of the demands pursuant to which the meeting is called, and
         (ii) the date that is sixty days prior to the date the first of the
         written demands pursuant to which the meeting is called is received by
         the corporation;

              (c) With respect to a determination of shareholders entitled to a
         share dividend, the date the board authorizes the share dividend;

              (d) With respect to a determination of shareholders entitled to
         take action without a meeting (pursuant to Section 2.12 of these bylaws
         and Nevada law) or entitled to be given notice of an action so taken,
         the date the first shareholder delivers to the corporation a writing
         upon which the action is taken; and

              (e) With respect to a determination of shareholders entitled to a
         distribution (other than one involving a purchase or reacquisition of
         shares for which no record date is necessary), the date the board of
         directors authorizes the distribution.

              A determination of shareholders entitled to notice of or to vote
         at any meeting of shareholders is effective for any adjournment of the
         meeting unless the board of directors fixes a new record date, which it
         must do if the meeting is adjourned to a date more than 120 days after
         the date fixed for the original meeting.

                                       3
<PAGE>

         Section 2.6 Shareholder List for Meetings. The officer or agent having
charge of the stock transfer books for shares of the corporation shall prepare a
list of the names of all shareholders entitled to be given notice of, and to
vote at, each meeting of shareholders, in compliance with the requirements of
Nevada law. The list must be arranged by voting group and within each voting
group by class or series of shares. The list must be in alphabetical order
within each class or series of shares and must show the address of, and the
number of shares held by, each shareholder. The shareholder list must be
available for inspection by any shareholder, beginning on the earlier of (i) ten
days before the meeting for which the list was prepared, or (ii) two business
days after notice of the meeting is given, and continuing through the meeting
and any adjournments thereof. The list must be available at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting is to be held. A shareholder or a shareholder's agent or
attorney is entitled on written demand to the corporation, and subject to the
provisions of Nevada law, to inspect and copy the list during regular business
hours, during the period it is available for inspection. The list is to be
available at the meeting for which it was prepared, and any shareholder or any
shareholder's agent or attorney is entitled to inspect the list at any time
during the meeting for any purpose germane to the meeting. The shareholder list
is to be maintained in written form or in another form capable of conversion
into written form within a reasonable time.

         Section 2.7 Shareholder Quorum and Voting Requirements. If the articles
of incorporation or Nevada law provides for voting by a single voting group on a
matter, action on that matter is taken when voted upon by that voting group.

         Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of such shares exists with respect to that
matter. Unless the articles of incorporation or Nevada law provide otherwise, a
majority of the votes entitled to be cast on the matter by the voting group
constitutes a quorum of that group for action on that matter.

         If the articles of incorporation or Nevada law provides for voting by
two or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately. One voting group
may vote on a matter even though another voting group entitled to vote on the
matter has not voted.

         Once a share is represented for any purpose at a meeting, including the
purpose of determining that a quorum exists, it is deemed present for quorum
purposes for the remainder of the meeting and for any adjournment of the
meeting, unless a new record date is or must be set for the adjourned meeting.

         If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast within the voting group opposing
the action, unless the articles of incorporation or Nevada law requires a
greater number of affirmative votes. Those matters as to which Nevada law
provides for a special voting requirement, typically requiring the vote of a
majority of all votes entitled to be cast, or a majority of all voting shares
within each voting group which is entitled to vote separately, include certain
amendments to the articles of incorporation, mergers, sales of substantially all
corporate assets, and dissolution of the corporation.

                                       4
<PAGE>

         Section 2.8 Increasing Quorum or Voting Requirements. The articles of
incorporation may provide for a greater quorum or voting requirement for
shareholders, or voting groups of shareholders, than is provided for by Nevada
law. An amendment to the articles of incorporation that changes or deletes a
greater quorum or voting requirement must meet the same quorum requirement and
be adopted by the same vote and voting groups required to take action under the
quorum and voting requirements then in effect.

         Section 2.9 Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy. A shareholder may appoint a proxy by signing an
appointment form, either personally or by the shareholder's attorney-in-fact, or
by any of the other means set forth in Nevada law. A proxy appointment is valid
for eleven months unless a longer period is expressly provided in the
appointment form. The effectiveness and revocability of proxy appointments are
governed by Nevada law.

         Section 2.10 Voting of Shares. Unless otherwise provided in the
articles of incorporation or applicable law, each outstanding common share,
regardless of class, is entitled to one vote, and each fractional share is
entitled to a corresponding fractional vote, on each matter voted on at a
shareholders' meeting. Only shares are entitled to vote.

         Except as otherwise provided by specific court order, shares of this
corporation are not entitled to be voted or to be counted in determining the
total number of outstanding shares eligible to be voted if they are owned,
directly or indirectly, by a second corporation, domestic or foreign, and this
corporation owns, directly or indirectly, a majority of the shares entitled to
vote for directors of the second corporation. The prior sentence shall not limit
the power of the corporation to vote any shares, including its own shares, held
by it in a fiduciary capacity. Redeemable shares are not entitled to be voted
after notice of redemption is mailed to the holders and a sum sufficient to
redeem the shares has been deposited with a bank, trust company, or other
financial institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.

         Section 2.11 Corporation's Acceptance of Votes. If the name signed on a
vote, consent, waiver, proxy appointment, or proxy appointment revocation
corresponds to the name of a shareholder, the corporation, if acting in good
faith, is entitled to accept the vote, consent, waiver, proxy appointment, or
proxy appointment revocation and give it effect as the act of the shareholder.

         If the name signed on a vote, consent, waiver, proxy appointment, or
proxy appointment revocation does not correspond to the name of a shareholder,
the corporation, if acting in good faith, is nevertheless entitled to accept the
vote, consent, waiver, proxy appointment, or proxy appointment revocation and
give it effect as the act of the shareholder if:

              (a) the shareholder is an entity and the name signed purports to
         be that of an officer or agent of the entity;

              (b) the name signed purports to be that of an administrator,
         executor, guardian, or conservator representing the shareholder and, if
         the corporation requests, evidence of fiduciary status acceptable to

                                       5
<PAGE>

         the corporation has been presented with respect to the vote, consent,
         waiver, proxy appointment, or proxy appointment revocation;

              (c) the name signed purports to be that of a receiver or trustee
         in bankruptcy of the shareholder and, if the corporation requests,
         evidence of this status acceptable to the corporation has been
         presented with respect to the vote, consent, waiver, proxy appointment,
         or proxy appointment revocation;

              (d) the name signed purports to be that of a pledgee, beneficial
         owner, or attorney-in-fact of the shareholder and, if the corporation
         requests, evidence acceptable to the corporation of the signatory's
         authority to sign for the shareholder has been presented with respect
         to the vote, consent, waiver, proxy appointment, or proxy appointment
         revocation;

              (e) two or more persons are the shareholder as co-tenants or
         fiduciaries and the name signed purports to be the name of at least one
         of the co-tenants or fiduciaries and the person signing appears to be
         acting on behalf of all co-tenants or fiduciaries; or

              (f) the acceptance of the vote, consent, waiver, proxy
         appointment, or proxy appointment revocation is otherwise proper under
         rules established by the corporation that are not inconsistent with the
         provisions of Nevada law.

         If shares are registered in the names of two or more persons, whether
fiduciaries, members of a partnership, co-tenants, husband and wife as community
property, voting trustees, persons entitled to vote under a shareholder voting
agreement or otherwise, or if two or more persons, including proxyholders, have
the same fiduciary relationship respecting the same shares, then unless the
secretary of the corporation or other officer or agent entitled to tabulate
votes is given written notice to the contrary and is furnished with a copy of
the instrument or order appointing them or creating the relationship wherein it
is so provided, their acts with respect to voting shall have the effects set
forth under the applicable section of Nevada law.

         The corporation is entitled to reject a vote, consent, waiver, proxy
appointment, or proxy appointment revocation if the secretary or other officer
or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.

         The corporation and its officer or agent who accepts or rejects a vote,
consent, waiver, proxy appointment, or proxy appointment revocation in good
faith and in accordance with the standards of Nevada law are not liable in
damages to the shareholder for the consequences of the acceptance or rejection.

         Corporate action based on the acceptance or rejection of a vote,
consent, waiver, proxy appointment, or proxy appointment revocation under this
section valid unless a court of competent jurisdiction determines otherwise.

         Section 2.12 Action Without a Meeting. Unless otherwise provided in the
articles of incorporation, and subject to the provisions of Nevada law, any
action required or permitted to be taken at a meeting of the shareholders may be


                                       6
<PAGE>

taken without a meeting and without prior notice, if one or more consents in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding shares having no less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted. Unless the written consents of
all shareholders entitled to vote have been obtained, notice of any shareholder
approval without a meeting shall be given at least ten days before the
consummation of the action authorized by the approval. Such notice shall meet
the requirements of, and be delivered to all shareholders identified in, Nevada
law.

         Any shareholder giving a written consent, or the shareholder's
proxyholder, personal representative or transferee may revoke a consent by a
signed writing describing the action and stating that the shareholder's prior
consent is revoked, if the writing is received by the corporation prior to the
effectiveness of the action.

         An action taken by written consent of the shareholders as provided
herein is not effective unless all written consents on which the corporation
relies for the taking of the action are received by the corporation within a
sixty day period. An action so taken is effective as of the date the last
written consent necessary to effect the action is received by the corporation,
unless all of the written consents necessary to effect the action specify a
later date as the effective date of the action, in which case the later date
shall be the effective date of the action.

         Written consents may be received by the corporation by electronically
transmitted facsimile or other form of communication providing the corporation
with a complete copy thereof, including a copy of the signature thereto.

         Notwithstanding the other provisions of this bylaw, directors may not
be elected by written consent except by unanimous written consent of all shares
entitled to vote for the election of directors.

         An action taken by written consent of the shareholders as provided
herein has the same effect as action taken at a meeting of shareholders, and may
be so described in any document.

         Section 2.13 Meetings by Telecommunication. Any or all of the
shareholders may participate in an annual or special meeting of shareholders by,
or the meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting can hear each other during the
meeting. A shareholder participating in a meeting by this means is considered to
be present in person at the meeting.

         Section 2.14 Voting Trusts and Agreements. Voting trusts and agreements
may be entered into among the shareholders in compliance with the requirements
of Nevada law.

         Section 2.15 Voting for Directors. Unless otherwise provided in the
articles of incorporation or Nevada law, directors are elected by a plurality of
the votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present, in accordance with the requirements and procedures
set forth in Nevada law.

                                       7
<PAGE>

         Section 2.16 Maintenance of Records and Shareholder Inspection Rights.

              (a) Corporate Records. The corporation shall keep as permanent
         records minutes of all meetings of its shareholders and board of
         directors, a record of all actions taken by the shareholders or board
         of directors without a meeting, a record of all actions taken on behalf
         of the corporation by a committee of the board of directors in place of
         the board of directors, and a record of all waivers of notices of
         meetings of shareholders, meetings of the board of directors, or any
         meetings of committees of the board of directors. The corporation shall
         also maintain appropriate accounting and shareholder records as
         required by the statute. The corporation shall keep at its principal
         office those corporate records and documents listed in the following
         paragraph.

              (b) Inspection Rights of Records Required at Principal Office. A
         shareholder or director of the corporation (or such person's agent or
         attorney) who gives the corporation written notice of the demand at
         least five business days before the proposed inspection date, has the
         right to inspect and copy, during regular business hours, any of the
         following records, all of which the corporation is required to keep at
         its principal office:

                     (i) its articles of incorporation as then in effect;

                     (ii) its bylaws as then in effect;

                     (iii) the minutes of all shareholders' meetings, and
              records of all actions taken by shareholders without a meeting,
              for the past three years;

                     (iv) all written communications within the past three years
              to shareholders as a group or to the holders of any class or
              series of shares as a group;

                     (v) a list of the names and addresses of its current
              officers and directors;

                     (vi) its most recent annual report delivered to the
              Division; and

                     (vii) all financial statements prepared for periods ending
              during the last three years that a shareholder could request under
              Nevada law.

              (c) Conditional Inspection Rights. In addition to the inspection
         rights set forth in paragraph (b) above, a shareholder or director of
         the corporation (or such person's agent or attorney) who gives the
         corporation a written demand in good faith and for a proper purpose at
         least five business days before the requested inspection date, and
         describes in the demand with reasonable particularity the records
         proposed to be inspected and the purpose of the inspection, is entitled
         to inspect and copy, during regular business hours at a reasonable
         location specified by the corporation, any of the following records of
         the corporation:

                                       8
<PAGE>

                     (i) excerpts from the minutes of meetings of, and from
              actions taken by, the shareholders, the board of directors, or any
              committees of the board of directors, to the extent not subject to
              inspection under paragraph (b) of this Section 2.16;

                     (ii) accounting records of the corporation; and

                     (iii) the record of shareholders (compiled no earlier than
              the date of the demand for inspection).

         For the purposes of paragraph(c), a proper purpose means a purpose
reasonably related to the demanding party's interest as a shareholder or
director. A party may not use any information obtained through the inspection or
copying of records permitted by this paragraph (c) for any purposes other than
those set forth in a proper demand as described above, and the officers of the
corporation are authorized to take appropriate steps to ensure compliance with
this limitation.

         Section 2.17 Financial Statements and Share Information. Upon the
written request of any shareholder, the corporation shall mail to the requesting
shareholder:

              (a) its most recent annual or quarterly financial statements
         showing in reasonable detail its assets and liabilities and the results
         of its operations, as required by Nevada law; and

              (b) the information specified by Nevada law, regarding the
         designations, preferences, limitations, and relative rights applicable
         to each class and series of shares of the corporation, and the
         authority of the board of directors to determine variations for any
         existing or future class or series.

         Section 2.18 Dissenters' Rights. Each shareholder of the corporation
shall have the right to dissent from, and obtain payment of the fair value of
shares held by such shareholder in the event of any of the corporate actions
identified where such rights are provided under Nevada law or otherwise
designated in the articles of incorporation or in a resolution of the board of
directors.

         Section 2.19 Shares Held by Nominees. The Board of Directors is
authorized to establish for the corporation from time to time such procedures as
the directors may determine to be appropriate, by which the beneficial owner of
shares that are registered in a nominee is recognized by the corporation as a
shareholder.

                                   ARTICLE 3

                               Board of Directors

         Section 3.1 General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the corporation shall
be managed under the direction of board of directors, subject to any limitation
set forth in the articles of incorporation or in a shareholder agreement
permitted under Nevada law.

                                       9
<PAGE>

         Section 3.2 Number, Tenure and Qualifications. Unless otherwise
specifically provided in the articles of incorporation, and subject to the
provisions of Nevada law, the number of directors of the corporation shall be
not less than 3 nor more than 11. The exact number of directors shall be set
from time to time by resolution of the Board or by a bylaw amending this Section
3.2 duly adopted by the board of directors or the shareholders.

         If the articles of incorporation authorize dividing the shares into
classes or series, the articles of incorporation may also authorize the election
of all or a specified number or portion of directors by the holders of one or
more authorized classes or series of shares. A class or series of shares
entitled to elect one or more directors is a separate voting group for purposes
of the election of directors.

         Section 3.3 Resignation. Any director may resign at any time by giving
a written notice of resignation to the corporation. A director's resignation is
effective when the notice is received by the corporation, or on such later date
as may be specified in the notice of resignation.

         Section 3.4 Removal. The shareholders may remove one or more directors
at a meeting called for that purpose, if the meeting notice states that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the articles of incorporation provide that directors may be removed only
for cause. If a director is elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove the
director. If the articles of incorporation provide for cumulative voting for the
election of directors, a director may not be removed if a number of votes
sufficient to elect the director under such cumulative voting is voted against
removal. If cumulative voting is not in effect, a director may be removed only
if the number of votes cast to remove the director exceeds the number of votes
cast against removal.

         Section 3.5 Vacancies. Unless the articles of incorporation provide
otherwise, if a vacancy occurs on the board of directors, including a vacancy
resulting from an increase in the number of directors, the vacancy may be filled
by the shareholders or the board of directors. If the directors remaining in
office constitute fewer than a quorum of the board, they may fill the vacancy by
the affirmative vote of a majority of all the directors remaining in office.

         If the vacant office was held or is to be held by a director elected by
a voting group of shareholders, only the holders of the shares of that voting
group are entitled to vote to fill the vacancy if it is filled by the
shareholders. If such vacancy is to be filled by the directors and one or more
of the other directors elected by the same voting group are serving, only they
are entitled to vote to fill the vacancy.

         A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date or otherwise) may be filled before the
vacancy occurs, but the new director may not take office until the vacancy
occurs.

         The terms of directors elected to fill vacancies shall expire at the
end of the term of the director whom they were elected to succeed.

                                       10
<PAGE>

         Section 3.6 Regular Meetings. Regular meetings of the board of
directors may be held without notice of the date, time, place or purposes of the
meetings, if the times of such meetings are fixed by resolution of the board of
directors.

         Section 3.7 Special Meetings. Special meetings of the board of
directors may be called by or at the request of the president or any one
director. The person or persons authorized to call special meetings of the board
of directors may fix the time and place of the meetings so called.

         Section 3.8 Place of Meetings - Meetings by Telephone. The board of
directors may hold regular or special meetings in or out of the State of Nevada.
Unless the articles of incorporation or bylaws provide otherwise, the board of
directors may permit any or all directors to participate in a regular or special
meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may hear each other during
the meeting.

         Section 3.9 Notice of Meetings. Unless the articles of incorporation or
Nevada law provide otherwise, regular meetings of the board may be held without
notice of the date, time, place, or purposes of the meeting. Unless the articles
of incorporation provide for a longer or shorter period, special meetings of the
board of directors must be preceded by at least two days' notice of the date,
time, and place of the meeting. The notice need not describe the purpose of the
special meeting unless required by the articles of incorporation or Nevada law.

         The giving of notice of any meeting, shall be governed by the rules set
forth in Nevada law.

         Section 3.10 Waiver of Notice. Any director may waive notice of any
meeting before or after the date of the meeting, as provided in Nevada law.
Except as provided in the next sentence, the waiver must be in writing, signed
by the director entitled to the notice, and delivered to the corporation for
filing with the corporate records (but delivery and filing are not conditions to
its effectiveness). A director's attendance at or participation in a meeting
waives any required notice to the director of the meeting unless the director at
the beginning of the meeting, or promptly upon the director's arrival, objects
to holding the meeting or transacting business at the meeting because of lack of
notice or defective notice, and does not thereafter vote for or assent to action
taken at the meeting.

         Section 3.11 Quorum and Manner of Acting. Unless the articles of
incorporation establish a different quorum requirement, a quorum of the board of
directors consists of a majority of the number of directors fixed or prescribed
in accordance with these bylaws.

         The affirmative vote of a majority of directors present at a meeting at
which a quorum is present when the vote is taken shall be the act of the board
of directors, unless the articles of incorporation or Nevada law require the
vote of a greater vote of directors. Any action to change the percentage of
directors needed to take action is subject to the provisions of Nevada law.

         A director who is present at a meeting of the board of directors when
corporate action is taken is considered to have assented to the action taken at
the meeting unless:

                                       11
<PAGE>

              (a) the director objects at the beginning of the meeting (or
         promptly upon arrival) to holding the meeting or transacting business
         at the meeting and does not thereafter vote for or assent to any action
         taken at the meeting;

              (b) the director contemporaneously requests that such director's
         dissent or abstention as to any specific action be entered into the
         minutes of the meeting; or

              (c) the director causes written notice of a dissent or abstention
         as to any specific action to be received by the presiding officer of
         the meeting before adjournment of the meeting or by the corporation
         promptly after adjournment of the meeting. The right of dissent or
         abstention as to a specific action is not available to a director who
         votes in favor of the action taken.

         Section 3.12 Action Without a Meeting. Unless the articles of
incorporation, these bylaws or Nevada law provide otherwise, any action required
or permitted to be taken by the board of directors at a meeting may be taken
without a meeting if the number of directors required to approve the action
consent in writing to the action as permitted by Nevada law. Action is
considered to have been taken by such written consents when the last director
signs a writing describing the action taken, unless prior to that time any
director has revoked a consent by a writing signed by the director and received
by an authorized officer of the corporation. An action so taken is effective at
the time it is taken, unless the board of directors establishes a different
effective date. An action taken by written consent of the directors as described
in this section has the same effect as action taken at a meeting of directors
and may be described as such in any document.

         Section 3.13 Compensation. Unless otherwise provided in the articles of
incorporation, the board of directors may fix the compensation of directors as
permitted by Nevada law. The corporation shall provide for directors to be paid
their 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 capacity and receiving
compensation therefor.

         Section 3.14 Committees.

              (a) Creation of Committees. Unless the articles of incorporation
         provide otherwise, a board of directors may create one or more
         committees and appoint members of the board of directors to serve on
         them. Each committee must have two or more members, who serve at the
         pleasure of the board of directors.

              (b) Selection of Committee Members. The creation of a committee
         and appointment of members to it must be approved by the greater of:

                     (i) a majority of all the directors in office when the
              action is taken; or

                     (ii) the number of directors required by the articles of
              incorporation to take action under Nevada law and Section 3.11 of
              these bylaws.

                                       12
<PAGE>

              (c) Required Procedures. Nevada law and Section 3.6 through
         Section 3.11 of these bylaws, which govern meetings, action without
         meeting, notice, waiver of notice, and quorum and voting requirements
         of the board of directors, apply to committees and their members as
         well.

              (d) Authority. Unless limited by the articles of incorporation,
         each committee may exercise those aspects of the authority of the board
         of directors (as set forth in Nevada law and Section 3.1 of these
         bylaws) which the board of directors confers upon such committee in the
         resolution creating the committee.

              (e) Impact on Duty of Directors. The creation of, delegation of
         authority to, or action by a committee does not alone constitute
         compliance by a director with the standards of conduct described in
         Nevada law and referenced in Section 3.15 of these bylaws.

         Section 3.15 Standards of Conduct. Each director is to discharge such
director's duties as a director, including duties as a member of a committee, in
compliance with the standards of conduct set forth in Nevada law and described
in Article V of these bylaws.

         Section 3.16 Conflicting Interest Transactions. Directors may take
action with respect to a director's conflicting interest transaction by the
affirmative vote of a majority of those "qualified directors" (defined as
essentially those directors without conflicting interests with respect to the
transaction) on the board of directors or on a duly empowered and constituted
committee of the board who voted on the transaction after receipt of any
"required disclosure" (as defined under Nevada law). For purposes of such
action, a majority of the qualified directors on the board or on the committee,
as the case may be, constitutes a quorum. Such action is not affected by the
presence or vote of a director who is not a qualified director.

                                   ARTICLE 4

                                    Officers

         Section 4.1 Number and Qualifications. The officers of the corporation
shall be such officers as may be appointed by the board of directors, and may
include one or more of: a chairman, chief executive officer, president, chief
operating officer, chief technical officer, chief financial officer, treasurer,
controller, and secretary. The corporation may also have such other officers and
assistant officers as the board of directors in its discretion may determine, by
resolution, to be appropriate, including a chairman of the board, one or more
vice-presidents, assistant secretaries and assistant treasurers. All such
officers shall be appointed by the board of directors, except that if
specifically authorized by the board of directors, an officer may appoint one or
more officers or assistant officers. The same individual may simultaneously hold
more than one office in the corporation.

         Section 4.2 Appointment and Term of Office. The officers of the
corporation shall be appointed by the board of directors (or, to the extent
permitted by Section 4.1 above, by an officer specifically authorized by the
board to make such appointments), for such terms as may be determined by the
board of directors. Neither the appointment of an officer nor the designation of

                                       13
<PAGE>

a specified term creates or grants to the officer any contract rights, and the
board can remove the officer at any time prior to the termination of any term
for which the officer may have been appointed, with or without cause, except to
the extent an express, written agreement between the officer and the corporation
provides otherwise. If no other term is specified, officers shall hold office
until they resign, die, or until they are removed or replaced in the manner
provided in Section 4.3 below.

         Section 4.3 Removal and Resignation of Officers. Any officer or agent
of the corporation may be removed or replaced by the board of directors at any
time with or without cause. The election of a replacement officer shall
constitute the removal of the person previously holding such office. An officer
may resign at any time by giving written notice of the resignation to the
corporation. An officer's resignation or removal does not affect the contract
rights of the parties, if any.

         Section 4.4 Authority and Duties. Except as otherwise established by
the board of directors, the officers of the corporation shall have the authority
and perform the duties specified below and as may be additionally specified by
the president or chief executive officer, the board of directors, or these
bylaws (and in all cases where the duties of any officer are not prescribed by
the bylaws or by the board of directors, such officer shall follow the orders
and instructions of the president or chief executive officer), except that in
any event each officer shall exercise such powers and perform such duties as may
be required by law:

              (a) Chairman; Chief Executive Officer; President. The chairman,
         chief executive officer and/or president shall, subject to the
         direction and supervision of the board of directors: (i) have general
         and active control of its affairs and business and general supervision
         of its officers, agents and employees; (ii) unless there is a chairman
         of the board, preside at all meetings of the shareholders and the board
         of directors; (iii) see that all orders and resolutions of the board of
         directors are carried into effect; and (iv) perform all other duties
         incident to such office and as from time to time may be assigned to
         such officer by the board of directors. The chairman, chief executive
         officer and/or president may sign, with the secretary or any other
         proper officer of the corporation authorized to take such action,
         certificates for shares of the corporation, the issuance of which have
         been authorized by resolution of the board of directors. The chairman,
         chief executive officer and/or president may also sign (or appoint
         other officers of the corporation to sign), subject to such
         restrictions and limitations as may be imposed from time to time by the
         board of directors, deeds, mortgages, bonds, contracts or other
         instruments which have been duly approved for execution. If both a
         president and chief executive officer are elected and serving, then as
         between the two of such officers, their relative authority shall be as
         determined by the board of directors or as otherwise agreed upon
         between such officers.

              (b) Chief Financial Officer. The chief financial officer, while
         one is serving, shall: (i) be the principal financial officer of the
         corporation and have responsibility for the care and custody of all its
         funds, securities, evidences of indebtedness and other personal
         property and deposit and handle the same in accordance with
         instructions of the board of directors; (ii) receive and give receipts
         and acquittances for moneys paid in on account of the corporation, and


                                       14
<PAGE>

         pay out of funds on hand all bills, payrolls and other just debts of
         the corporation of whatever nature upon maturity; (iii) be the
         principal accounting officer of the corporation and as such prescribe
         and maintain the methods and systems of accounting to be followed, keep
         complete books and records of account, prepare and file all local,
         state and federal tax returns, prescribe and maintain an adequate
         system of internal audit and prepare and furnish to the president and
         the board of directors statements of account showing the financial
         position of the corporation and the results of its operations; (iv)
         upon request of the board, make such reports to it as may be required
         at any time; and (v) perform all other duties incident to the office of
         the chief financial officer and such other duties as from time to time
         may be assigned by the board of directors, president or chief executive
         officer.

              (c) Vice-Presidents. The vice-president, if any (or if there is
         more than one then each vice-president), shall assist the president
         and/or chief executive officer and shall perform such duties as may be
         assigned by the president, chief executive officer or board of
         directors. The vice-president, if there is one (or if there is more
         than one then the vice-president designated by the board of directors,
         or if there be no such designation then the vice-presidents in order of
         their election), shall, at the request of the president or chief
         executive officer, or in the event of the absence or inability or
         refusal to act of president and/or chief executive officer, perform the
         duties of such offices and when so acting shall have all the powers of
         and be subject to all the restrictions upon such offices. Any
         vice-president may sign, with the secretary or an assistant secretary,
         certificates for shares of the corporation the issuance of which have
         been authorized by resolution of the board of directors.
         Vice-presidents shall perform such other duties as from time to time
         may be assigned to them by the president or chief executive officer or
         by the board of directors. Assistant vice-presidents, if any, shall
         have such powers and perform such duties as may be assigned to them by
         the president, chief executive officer or board of directors.

              (d) Treasurer. A treasurer, if one is appointed, shall assist the
         chief financial officer and perform such financial, accounting and
         money management functions and other duties as the board of directors
         or chief financial officer may from time to time direct, subject to the
         supervision of the chief financial officer. In the absence of a chief
         financial officer, the treasurer shall perform the duties of the chief
         financial officer and when so acting shall have the powers of, and be
         subject to the restrictions applicable to, the chief financial officer.
         The treasurer will perform all other duties incident to the office of
         treasurer and such other duties as from time to time may be assigned by
         the board of directors, president or chief executive officer.

              (e) Corporate Secretary. The corporate secretary shall: (i) have
         responsibility for the preparation and maintenance of minutes of the
         proceedings of the shareholders and of the board of directors; (ii)
         have responsibility for the preparation and maintenance of the other
         records and information required to be kept by the corporation under
         Nevada law; (iii) see that all notices are duly given in accordance
         with the provisions of these bylaws or as required by Nevada law or
         other applicable law; (iv) be custodian of the corporate records and of
         any seal of the corporation; (v) when requested or required,
         authenticate any records of the corporation; (vi) keep a register of
         the post office address of each shareholder which shall be furnished to
         the secretary by such shareholder; (vii) sign with the president, chief

                                       15
<PAGE>

         executive officer or a vice-president, certificates for shares of the
         corporation, the issuance of which shall have been authorized by
         resolution of the board of directors; (viii) have general charge of the
         stock transfer books of the corporation, unless the corporation has a
         transfer agent; and (ix) in general perform all duties incident to the
         office of secretary, including those identified in Nevada law, and such
         other duties as from time to time may be assigned to the corporate
         secretary by the president, chief executive officer or board of
         directors. Assistant secretaries, if any, shall have the same duties
         and powers, subject to supervision by the corporate secretary.

         Section 4.5 Surety Bonds. The board of directors may require any
officer or agent of the corporation to provide to the corporation a bond, in
such sums and with such sureties as may be satisfactory to the board,
conditioned upon the faithful performance of such individual's duties and for
the restoration to the corporation of all books, papers, vouchers, money,
securities and other property of whatever kind in such officer's possession or
under such officer's control belonging to the corporation.

         Section 4.6 Compensation. Officers shall receive such compensation for
their services as may be authorized or ratified by the board of directors and no
officer shall be prevented from receiving compensation by reason of the fact
that such officer is also a director of the corporation. Appointment as an
officer shall not of itself create a contract or other right to compensation for
services performed as such officer.

                                   ARTICLE 5

                 Standard of Conduct for Officers and Directors

         Section 5.1 Standards of Conduct. Each director is required to
discharge his or her duties as a director, including duties as a member of a
committee, and each officer with discretionary authority is required to
discharge his or her duties under that authority, in a manner consistent with
the following standards of conduct:

              (a) in good faith;

              (b) with the care an ordinarily prudent person in a like position
         would exercise under similar circumstances; and

              (c) in a manner the director or officer reasonably believes is in
         the best interests of the corporation.

         Section 5.2 Reliance on Information and Reports. In discharging his or
her duties, a director or officer is entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data,
if prepared or presented by:

              (a) one or more officers or employees of the corporation whom the
         director or officer reasonably believes to be reliable and competent in
         the matters presented;

                                       16
<PAGE>

              (b) legal counsel, public accountants, or other persons as to
         matters the director or officer reasonably believes are within the
         person's professional or expert competence; or

              (c) in the case of a director, a committee of the board of
         directors of which such director is not a member, if the director
         reasonably believes the committee merits confidence.

         A director of officer is not acting in good faith in relying on any
such information, opinions, reports or statements if such director or officer
has knowledge concerning the matter in question that makes reliance otherwise
permitted as set forth above unwarranted.

         Section 5.3 Limitation on Liability. A director or officer is not
liable to the corporation, its shareholders, or any conservator or receiver, or
any assignee or successor-in-interest thereof, for any action taken, or any
failure to take any action as an officer or director, as the case may be, unless
(i) the director or officer has breached or failed to perform the duties of the
office in compliance with the provisions of this Article V, AND (ii) the
performance constitutes gross negligence, willful misconduct, or intentional
infliction of harm on the corporation or the shareholders.

                                   ARTICLE 6

                                 Indemnification

         Section 6.1 Indemnification of Directors.

              (a) Permitted Indemnification. Pursuant to Nevada law, unless
         otherwise provided in the articles of incorporation, the corporation
         may indemnify any individual made a party to a proceeding because such
         individual is or was a director of the corporation, against liability
         incurred in the proceeding if the corporation has authorized the
         payment and a determination has been made that the director has met the
         applicable standards of conduct as set forth below:

                     (i) the individual's conduct was in good faith; and

                     (ii) the individual reasonably believed that his or her
              conduct was in, or not opposed to, the corporation's best
              interests; and

                     (iii) in the case of any criminal proceeding, the
              individual had no reasonable cause to believe his or her conduct
              was unlawful.

              (b) Limitation on Permitted Indemnification. The corporation shall
         not indemnify a director under Section 6.01(a) above:

                     (i) in connection with a proceeding by or in the right of
              the corporation in which the director was adjudged liable to the
              corporation; or

                                       17
<PAGE>

                     (ii) in connection with any other proceeding charging that
              the director derived an improper personal benefit, whether or not
              involving action in the director's official capacity, in which
              proceeding the director was adjudged liable on the basis that the
              director derived an improper personal benefit.

              (c) Indemnification in Derivative Actions Limited. Indemnification
         permitted under Section 6.01(a) in connection with a proceeding by or
         in the right of the corporation is limited to reasonable expenses
         incurred in connection with the proceeding (including attorneys fees).

              (d) Mandatory Indemnification. Unless limited by its articles of
         incorporation, the corporation shall indemnify a director who was
         successful, on the merits or otherwise, in the defense of any
         proceeding, or in the defense of any claim, issue, or matter in the
         proceeding, to which the director was a party because the director is
         or was a director of the corporation, against reasonable expenses
         incurred by the director in connection with the proceeding or claim
         with respect to which the director has been successful (including
         attorneys fees).

              (e) Authorized/Required. The corporation is authorized to, and
         shall, indemnify its directors to the fullest extent permitted by
         applicable law. Without limiting the foregoing, the corporation shall
         indemnify its directors in all cases in which a corporation may
         indemnify a director. This provision constitutes authorization of
         indemnification so that the corporation can indemnify directors once a
         determination has been made in the specific case that indemnification
         is permissible in the circumstances because the director has met the
         applicable standard of conduct. The corporation shall consider and act
         as expeditiously as possible on any and all requests by a director for
         indemnification.

         Section 6.2 Advance Expenses for Directors.

              (a) Requirements for Reimbursements. If a determination is made
         that a director has met the following requirements, the corporation
         shall pay for or reimburse the reasonable expenses (including attorneys
         fees) incurred by a director who is a party to a proceeding in advance
         of final disposition of the proceeding, if:

                     (i) the director furnishes the corporation a written
              affirmation of the director's good faith belief that the director
              has met the applicable standard of conduct described in Section
              5.01 of these bylaws;

                     (ii) the director furnishes to the corporation a written
              undertaking, executed personally or on such director's behalf, to
              repay the advance if it is ultimately determined that the director
              did not meet the standard of conduct; and

                     (iii) a determination is made that the facts then known to
              those making the determination would not preclude indemnification
              under these bylaws.

              (b) Authorization for Reimbursement. The corporation is to


                                       18
<PAGE>

         authorize the advancement of expenses to directors, and to advance such
         expenses, once the written affirmation and undertaking required by
         Subsections 6.02(a)(i) and (ii) of these bylaws are received and the
         determination required by Subsection 6.02(a)(iii) of these bylaws has
         been made. The corporation is to consider and act as expeditiously as
         possible upon any and all requests for advancements of expenses,
         promptly make the requisite determination in each instance as to
         eligibility for advancement of expenses and, in the event of a
         determination that the advancement of expenses is permissible, promptly
         authorize such advancement.

         Section 6.3 Indemnification of Officers, Employees, Fiduciaries, and
Agents. Unless otherwise provided in the articles of incorporation:

              (a) an officer of the corporation is entitled to indemnification
         in each case to the same extent as to a director;

              (b) the corporation shall indemnify and advance expenses to an
         officer, employee, fiduciary, or agent of the corporation to the same
         extent as to a director; and

              (c) the corporation shall also indemnify and advance expenses to
         an officer, employee, fiduciary, or agent who is not a director to a
         greater extent, if not inconsistent with public policy, and if provided
         for by its articles of incorporation, action of the board of directors,
         or contract.

         Section 6.4 Insurance. The corporation may purchase and maintain
liability insurance on behalf of a person who is or was a director, officer,
employee, fiduciary, or agent of the corporation, or who, while serving as a
director, officer, employee, fiduciary, or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary, or agent of another foreign or domestic
corporation or other person, or of an employee benefit plan, against liability
asserted against or incurred by such person in that capacity or arising from
such person's status as a director, officer, employee, fiduciary, or agent,
whether or not the corporation would have power to indemnify such person against
the same liability under Article VI of these bylaws. Insurance may be procured
from any insurance company designated by the board of directors, president, or
chief executive officer, whether the insurance company is formed under the laws
of this state or any other jurisdiction, including any insurance company in
which the corporation has an equity or any other interest through stock
ownership or otherwise.

         Section 6.5 Scope of Indemnification. The indemnification and
advancement of expenses authorized by this Article VI is intended to permit the
corporation to indemnify to the fullest extent permitted by the laws of the
State of Nevada (and to require such indemnification under specified
circumstances as described above) any and all persons whom it shall have power
to indemnify under such laws from and against any and all of the expenses,
disabilities, or other matters referred to in or covered by such laws. Any
indemnification or advancement of expenses hereunder, unless otherwise provided
when the indemnification or advancement of expenses is authorized or ratified,
is intended to be applicable to acts or omissions that occurred prior to the
adoption of this Article, shall continue as to any party during the period such
party serves in any one or more of the capacities covered by this Article, shall
continue thereafter so long as the party may be subject to any possible
proceeding by reason of the fact that such party served in any one or more of
the capacities covered by this Article, and shall inure to the benefit of the


                                       19
<PAGE>

estate and personal representatives of such person. Any repeal or modification
of this Article or of any Section or provision hereof shall not affect any right
or obligations then existing. All rights to indemnification under this Article
shall be deemed to be provided by a contract between the corporation and each
party covered hereby.

         Section 6.6 Other Rights and Remedies. The rights to indemnification
and advancement of expenses provided in this Article VI shall be in addition to
any other rights which a party may have or hereafter acquire under any
applicable law, contract, order, or otherwise.

         Section 6.7 Severability. If any provision of this Article shall be
held to be invalid, illegal or unenforceable for any reason, the remaining
provisions of this Article shall not be affected or impaired thereby, but shall,
to the fullest extent possible, be construed so as to give effect to the intent
of this Article that each party covered hereby is entitled to the fullest
protection permitted by law.

                                   ARTICLE 7

                                      Stock

         Section 7.1 Issuance of Shares. Except to the extent any such powers
may be reserved to the shareholders by the articles of incorporation, the board
of directors may authorize the issuance of shares for consideration consisting
of any tangible or intangible property or benefit to the corporation, including
cash, promissory notes, services performed, contracts or arrangements for
services to be performed, or other securities of the corporation. The terms and
conditions of any tangible or intangible property or benefit to be provided in
the future to the corporation, including contracts or arrangements for services
to be performed, are to be set forth in writing.

         Before the corporation issues shares, the board of directors must
determine that the consideration received or to be received for the shares to be
issued is adequate.

         The board of directors may authorize a committee of the board of
directors, or an officer of the corporation, to authorize or approve the
issuance or sale, or contract for sale of shares, within limits specifically
prescribed by the board of directors.

         Section 7.2 Certificates for Shares; Shares Without Certificates.

              (a) Use of Certificates. Shares of the corporation may, but need
         not be, represented by certificates. Unless Nevada law or another
         applicable statute expressly provides otherwise, the rights and
         obligations of shareholders are not affected by whether or not their
         shares are represented by certificates.

              (b) Content of Certificates. Certificates representing shares of
         the corporation must, at a minimum, state on their face:

                     (i) the name of the corporation, and that it is organized
              under the laws of Nevada;

                                       20
<PAGE>

                     (ii) the name of the person to whom the certificate is
              issued; and

                     (iii) the number and class of shares and the designation of
              the series, if any, the certificate represents.

              If the corporation is authorized to issue different classes of
         shares or different series within a class, the designations,
         preferences, limitations, and relative rights applicable to each class,
         the variations in preferences, limitations, and relative rights
         determined for each series, and the authority of the board of directors
         to determine variations for any existing or future class or series,
         must be summarized on the front or back of each certificate.
         Alternatively, each certificate may state conspicuously on its front or
         back that the corporation will furnish the shareholder such information
         on request in writing and without charge.

              (c) Shares Without Certificates. Unless the articles of
         incorporation provide otherwise, the board of directors may authorize
         the issuance of some or all of the shares of any or all of its classes
         or series without certificates. Such an authorization will not affect
         shares already represented by certificates until they are surrendered
         to the corporation.

              (d) Shareholder List. The corporation shall maintain a record of
         the names and addresses of the persons to whom shares are issued, in a
         form meeting the requirements of Nevada law.

              (e) Transferring Certified Shares. All certificates surrendered to
         the corporation for transfer shall be canceled and no new certificate
         shall be issued until the former certificate for a like number of
         shares shall have been 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.

              (f) Registration of the Transfer of Shares. Registration of the
         transfer of shares of the corporation shall be made only on the stock
         transfer books of the corporation or by transfer agents designated to
         transfer shares of the corporation. In order to register a transfer,
         the record owner shall surrender the shares to the corporation for
         cancellation, properly endorsed by the appropriate person or persons
         with reasonable assurances that the endorsements are genuine and
         effective. Unless the corporation has established a procedure by which
         a beneficial owner of shares held by a nominee is to be recognized by
         the corporation as the owner, 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.

         Section 7.3 Restrictions on Transfer of Shares Permitted. An agreement
among shareholders, or an agreement between one or more shareholders and the
corporation may impose restrictions on the transfer or registration of transfer
of shares of the corporation. A restriction does not affect shares issued before
the restriction was adopted unless the holders of the shares are parties to the


                                       21
<PAGE>

restriction agreement or voted in favor of the restriction or otherwise
consented to the restriction.

         A restriction on the transfer or registration of transfer of shares may
be authorized for any of the purposes allowed under Nevada law. A restriction on
the transfer or registration of transfer of shares is valid and enforceable
against the holder or a transferee of the holder if the restriction is
authorized by this section and its existence is noted conspicuously on the front
or back of the certificate, or is contained in the information statement
required by Section 7.02(c) of these bylaws with regard to shares issued without
certificates. Unless so noted, a restriction is not enforceable against a person
without knowledge of the restriction.

         Section 7.4 Acquisition of Shares by the Corporation. Subject to
restrictions imposed by applicable law, the corporation may acquire its own
shares, and shares so acquired constitute authorized but unissued shares.

                                   ARTICLE 8

                              Amendments to Bylaws

         Section 8.1 Authority to Amend. The corporation's board of directors
may amend these bylaws at any time, except to the extent that the articles of
incorporation, these bylaws, or Nevada law reserve such power exclusively to the
shareholders, in whole or part. The corporation's shareholders may amend these
bylaws at any time.

                                   ARTICLE 9

                                  Miscellaneous

         Section 9.1 Corporate Seal. The board of directors may provide for a
corporate seal, to be in such a form as the directors may determine to be
appropriate, and any officer of the corporation may, when and as required or as
determined to be appropriate, affix or impress the seal, or a facsimile thereof,
to or on any instrument or document of the corporation.

         Section 9.2 Fiscal Year. The fiscal year of the corporation shall be as
established by the board of directors.


                                       22
<PAGE>