Exhibit 3.6

                                BYLAWS OF

                UNIVERSAL BROADBAND COMMUNICATIONS, INC.


                                ARTICLE I

                                 OFFICES
                                 -------

     SECTION 1.  PRINCIPAL OFFICE. The principal place of business of
Universal Broadband Communications, Inc., a Nevada corporation
("Corporation"), shall be located at such place as shall be designated by
the Board of Directors.

     SECTION 2.  OTHER OFFICES.  Other offices may be established from
time to time by the Board of Directors at such place or places where the
Corporation is qualified to do business.


                               ARTICLE II

                              CAPITAL STOCK
                              -------------

     SECTION 1.  STOCK CERTIFICATES.  The certificates for shares of the
capital stock of the Corporation shall be in such form, not inconsistent
with the Articles of Incorporation or Nevada law, as shall be approved by
the Board of Directors.  Each certificate shall be signed by the Chairman
or Vice Chairman of the Board of Directors or by the President or a Vice
President and also by a Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary and may (but need not) be sealed with the corporate
seal of the Corporation.  Any or all of the signatures upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent
or registered by a registrar, both of which may be the Corporation itself
or an employee of the Corporation.  If any officer who has signed or
whose facsimile signature has been placed upon such certificate has
ceased to be such officer before the certificate is issued, it may be
issued by the Corporation with the same effect as if he were such an
officer at the date of its issue.  All certificates shall be
consecutively numbered and the names and address of the persons owning
the shares represented thereby, with the number of such shares and the
date of issue, shall be entered on the Corporation's books.  If the
Corporation is authorized to issue different classes of shares or
different series within a class, the certificate shall contain a summary
of the designations, preferences, limitations and relative rights
applicable to each class, the variations in preferences, limitations and
rights determined for each series, and the authority (if any) of the
Board of Directors to determine variations for future classes or series.
Alternatively, each certificate may conspicuously state on its front or
back that the Corporation will furnish to the shareholder the foregoing
information on request in writing and without charge.

     SECTION 2.  SHARES WITHOUT CERTIFICATES.  The Board of Directors may
by resolution authorize the issuance of any class or series of shares
without certificates.  Such authorization

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shall not affect shares already represented by certificates until they
are surrendered to the Corporation.  Within a reasonable time following
the issue or transfer of shares without certificates, the Corporation
shall send the shareholder a written statement of the information
required on stock certificates by the laws of the State of Nevada.
Unless and until the Board of Directors authorizes otherwise by
resolution, all shares of capital stock of the Corporation shall be
represented by certificates.

     SECTION 3.  TRANSFERS OF SHARES.  Except as otherwise provided by
law, shares of the Corporation shall be transferable or assignable on the
books of the Corporation only by the holder thereof, in person or by duly
authorized attorney, upon surrender of the certificate or certificates
for such shares duly endorsed for such transfer (unless the shares were
issued without certificates) or upon compliance with Section 4 of this
Article.

     SECTION 4.  LOST CERTIFICATES.  The Corporation shall issue a new
certificate or certificates in place of any outstanding certificate or
certificates alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the
certificate of shares to be lost, stolen or destroyed; and the Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representatives, to advertise
the same in such manner as it shall require and/of give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may
be made against the Corporation, provided that the Corporation shall not
be required to issue a new certificate or certificates if:

          (a)  The owner fails to notify the Corporation that the old
certificate or certificates have been lost, stolen or destroyed within a
reasonable time after he has notice of it and the Corporation registers a
transfer of such old certificate(s) before receiving such notification,
or

          (b)  The owner does not request a new certificate(s) before the
Corporation has notice that the old certificate(s) has been acquired by a
bona fide purchaser as such term is defined in the Nevada Uniform
Commercial Code - Investment Securities.

     Except as provided above in this section or as otherwise required by
Nevada law, no new certificate evidencing shares of stock shall be issued
unless and until the old certificate or certificates in lieu of which the
new certificate is issued has been surrendered for cancellation.

     SECTION 5.  DIVIDENDS.  The Board of Directors may, from time to
time, declare and the Corporation may pay dividends or other distribution
will be made if (a) after such dividend or distribution the Corporation
will not be able to pay its debts as they become due in the usual course
of business, (b) after such dividend or distribution, the Corporation's
total assets would be less than the sum of its total liabilities, plus
(unless the Articles of Incorporation permit otherwise) the amount that
would be necessary, if the Corporation were to be dissolved at the time
of the distribution, to satisfy the preferential rights upon dissolution
of shareholders whose preferential rights are superior

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to those receiving the distribution, or (c) the dividend or distribution
would otherwise violate Nevada law.


                               ARTICLE III

                        SHAREHOLDERS AND MEETINGS
                        -------------------------

     SECTION 1.  ANNUAL MEETING.  The annual meeting of the shareholders
of the Corporation for the election of Directors and for the transaction
of such other business which may properly come before the meeting shall
be held at a location and at such time each year as designated by the
Board of Directors.

     SECTION 2.  SPECIAL MEETINGS.  Special meetings of the shareholders
may be called by (a) the President, or (b) resolution of the Board of
Directors, or (c) upon the Corporation's receipt of one or more written
demands stating the purpose(s) for which the meeting is to be held,
signed and dated by the holders of not less than one-tenth of all the
votes entitled to cast on any issue proposed to be considered at the
meeting.  Such meetings will be held at the principal office of the
Corporation, or if called by resolution of the Board of Directors, at
such other place within or without the State of Nevada as is stated in
the notice thereof.  Said notice shall further specify the purpose for
which the meeting is called.

     SECTION 3.  SHAREHOLDERS ENTITLED TO VOTE.  Registered shareholders
only shall be entitled to be treated by the Corporation as holders in
fact of the shares standing in their respective names; and the
Corporation shall not be bound to recognize any equitable or other claim
to or interest in any share on the part of any other person, firm, or
Corporation, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of the State of Nevada.

     SECTION 4.  RECORD DATE.  The Board of Directors may fix a time in
the future as a record date for the determination of the shareholders
entitled to notice of, and to vote at, any meting of shareholders (or any
adjournment thereof) or entitled to receive any dividend or distribution,
or any change, conversion or exchange of shares.  The record date so
fixed shall be not more than 60 days prior to the date of the meeting or
event for the purposes of which it is fixed.  When a record date is so
fixed, only shareholders who are of record on that date are entitled to
notice of, and to vote at, the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights, as the
case may be, notwithstanding any transfer of any share on the books of
the Corporation after the record date.  If no record date is set, the
determination of shareholders shall be made on the first date that a
notice for a shareholders' meeting is given to a shareholder, the date
that the first written consent of shareholders is received by the
Corporation, in the case of shareholder action by unanimous written
consent, or on the date that the Board of Directors passes a resolution
entitling shareholders to receive any dividend, distribution or allotment
of rights.  Unless otherwise specified when a record date is fixed, the
determination of shareholders shall be as of the Corporation's close of
business on the record date.

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     SECTION 5.  LIST OF SHAREHOLDERS.  After fixing a record date for a
shareholder's meeting, the Secretary or Assistant Secretary will cause to
be prepared a list of the names of all of the Corporation's shareholders
who are entitled to be given notice of the meeting.  The list shall be
arranged by voting groups and within each voting group by class or series
of shares, shall be alphabetical within each class or series, and shall
show the address of, and the number of shares of each such class and
series that are held by, each shareholder.  The shareholders' list shall
be available for inspection by any shareholder, beginning the earlier of
ten days before the meeting for which the list was prepared or two
business days after notice of the meeting is given and continuing through
the meeting, and any adjournment thereof, at the Corporation's principal
office or at a place identified in the notice of meeting in the city
where the meeting will be held.  A shareholder or his agent or attorney
is entitled on written notice to inspect and, subject to the requirements
set forth below, to copy the list during regular business hours and
during the period it is available for inspection.  In order to copy the
list, a shareholder must satisfy the following requirements: (a) the
shareholder has been a shareholder for at least three months immediately
preceding the demand or is a shareholder of at least five percent of all
the outstanding shares of any class of the Corporation as of the date the
demand is made, (b) the demand is made in good faith and for a proper
purpose, (c) the shareholder describes with reasonable particularity the
purpose and the records the shareholder desires to inspect, (d) the
records are directly connected with the described purpose, and (c) the
shareholder pays a reasonable charge imposed by the Corporation for
copying.

     SECTION 6.  NOTICE.  Written notice of every annual and special
meeting of shareholder stating the date, time and place thereof, shall be
given not less than ten (10) nor more than 60 days prior thereto (except,
at least thirty days' notice shall be given for a meeting called for the
purpose of increasing the authorized capital stock of the Corporation) to
each shareholder of record who is entitled to vote at the meeting (and
those shareholder who are not entitled to vote if required by the General
Corporation Law of Nevada) at his last known address, as the same appears
on the books of the Corporation.  The notice of a special meeting shall
include a description of the purpose or purposes for which the meeting is
called, but the notice of an annual shareholders' meeting need not
include a description of the purpose or purposes for which the meeting is
called unless a purpose of the meeting is to consider an amendment to the
Articles of Incorporation, a restatement of the Articles of
Incorporation, a plan of merger or exchange, a disposition of
substantially all of the property of the Corporation, a consent by the
Corporation to the disposition of property by another entity, or a
dissolution of the Corporation.  If a shareholder shall have furnished a
written address to the Secretary of the Corporation different from that
appearing on the books of the Corporation, then any such notice that is
mailed shall be mailed to the shareholder at such later address.  The
Secretary or Assistant Secretary shall give or cause notice to be given
by mail, telegraph, teletype, electronic mail, private carrier or
personal delivery.  If a notice is mailed first class (including
registered or certified mail), postage prepaid, it shall be deemed
effective as to any shareholder when deposited in the United States Mail,
addressed to the shareholder at his address at it appears in the
Corporation's current record of shareholders, but if three successive
notices mailed to the address of any shareholder as shown on the
Corporation's current record of shareholders are returned as
undeliverable, no further notices to such shareholder shall be necessary
until another address for such shareholder is made known to the
Corporation.  If a notice is given in any other manner, it shall be
effective on the earliest of: (a) the date received, (b) five days after
mailing; or (c)

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the date shown on the return receipt, if mailed by registered or
certified mail, return receipt requested, and the receipt is signed by or
on behalf of the addressee.

     SECTION 7.  VOTING AND QUORUM.  Except as may be provided otherwise
in the Articles, (i) every shareholder entitled to vote on a matter
submitted to a vote of the shareholders shall have one vote for each
share of stock (and a corresponding fractional vote for each fractional
share of stock) registered in its name on the record date, (ii) a quorum
shall consist of a majority of the votes entitled to be cast at the
meeting, or if any matter to be presented at the meeting is to be voted
on by a separate voting group, a quorum for that matter will consist of a
majority of the votes of the voting group entitled to vote on the matter,
(iii) if a quorum exists, action on a matter, other than the election of
Directors, is approved if the votes cast favoring the action exceed the
votes cast opposing the action, except where a greater number of
affirmative votes is required by the Articles or the General Corporation
Law of Nevada, and (iv) unless the Articles provide for cumulative voting
in an election of Directors, that number of candidates equaling the
number of Directors to be elected, having the highest number of votes
cast in favor of their election, are elected to the Board of Directors,
or if Directors are elected by separate voting groups, that number of
candidates equaling the number of Directors to be elected by that voting
group, having the highest number of votes cast in favor of their election
by the voting group, are elected to the Board of Directors by the voting
group.  An amendment to the Articles shall be required to change any
provision of this Section 7, except that the provisions of clauses (ii)
and (iii) may be amended by the shareholders pursuant to Article VI,
Section 2 of these Bylaws if the shareholders were given the power to do
so under the Articles.

     SECTION 8.  PROXIES.  Every shareholder entitled to vote or execute
written consents shall have the right to do so either in person or by one
or more agents authorized by a written proxy executed by such person or
his duly authorized agent and filed with the Secretary of the
Corporation.  No such proxy is valid after the expiration of six (6)
months from the date of its creation, unless it is coupled with an
interest, or unless the stockholder specifies in it the length of time
for which it is to continue in force, which may not exceed seven (7)
years from the date of its creation.  Subject to these restrictions, any
proxy properly created is not revoked and continues in full force and
effect until another instrument or transmission revoking it or a properly
created proxy bearing a later date is filed with or transmitted to the
secretary of the corporation or another person or persons appointed by
the corporation to count the votes of stockholders and determine the
validity of proxies and ballots.

     SECTION 9.  ADJOURNED MEETINGS AND NOTICE THEREOF.  Any
shareholders' meeting, annual or special, whether or not a quorum is
present with respect to any voting group, may be adjourned from time to
time by a vote of the shares present if the votes cast in favor of the
adjournment exceeds those voted against the adjournment.  Except as
provided below, notice need not be given of the new date, time or place
of the adjourned meeting if the new date, time and place is announced at
the meeting before adjournment.  If a new record date for the adjourned
meeting is fixed (a new record date must be fixed if the meeting is
adjourned to a date more than 120 days after the date fixed for the
original meeting), notice of the adjourned meeting shall be given to
those shareholders entitled to notice as of the new record date.  At any
adjourned meeting at which a

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quorum exists, any matter may be acted upon that could have been acted
upon at the meeting as originally called; provided, however, that if new
notice is given of the adjourned meeting, then such notice shall state
the purpose or purposes of the adjourned meeting sufficiently to permit
action on such matters.  Once a share is represented for any purpose at a
meeting, including the purpose of determining whether or not a quorum
exists, it shall be deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting unless a new
record date is set for the adjourned meeting.

     SECTION 10.  ACTION WITHOUT MEETING.  Any action required or
permitted to be taken at a shareholders' meeting may be taken without a
meeting if the action is evidenced by one or more written consents
describing the action taken, signed by shareholders holding at least a
majority of the voting power, or such greater proportion required by the
Nevada General Corporation Law, and delivered to the Secretary of the
Corporation for inclusion in the minutes or for filing with the corporate
records.  Action taken by consent is effective as of the date the last
written consent necessary to effect the action is received by the
Corporation, unless all the written consents specify a different
effective date which may be before or after the date the written consents
are received by the Corporation.  Any action taken by written consent
shall have the same effect as action taken at a meeting of shareholders
and may be described as such in any document.  Any shareholder who has
signed a writing describing and consenting to action taken pursuant to
this section may revoke such consent by a writing signed by the
shareholder describing the action and stating that the shareholder's
prior consent thereto is revoked, if such writing is received by the
Corporation before the effectiveness of the action.

     SECTION 11.  TELEPHONE MEETINGS.  Any one or more shareholders may
participate in an annual or special shareholders' meeting by, or the
meeting may be conducted through the use of, any means of communication
by which all persons participating in the meeting may hear each other
during the meeting.  A shareholder participating in a meeting by this
means is deemed present in person at the meeting.  If notice of the
meeting is given, such notice need not specify that one or more
shareholders may participate in the meeting by means of such
communication.

     SECTION 12.  CHAIRMAN OF MEETING.  The President of the Corporation
or such person as is designated by him shall preside at all meetings of
shareholders.

     SECTION 13.  WAIVER OF NOTICE.  A shareholder may waive any notice
required by the General Corporation Law of Nevada, the Articles of
Incorporation or these Bylaws, whether before or after the date or time
stated in the notice as the date or time when any action will occur or
has occurred.  A waiver shall be in writing, be signed by the shareholder
entitled to the notice, and be delivered to the Corporation for inclusion
in the minutes or filing with the corporate records, but such delivery
and filing shall not be conditions to the effectiveness of the waiver.
By attending a meeting, a shareholder waives any objection to lack of
notice or defective notice of such meeting unless the shareholder, at the
beginning of the meeting, objects to the holding of the meeting or the
transacting of business at the meeting.  By attending a meeting, a
shareholder also waives any objection to consideration of any particular
matter as not being within the purpose of the meeting notice unless the
shareholder objects to consideration of the matter at the time it is
presented.

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                               ARTICLE IV

                                DIRECTORS
                                ---------

     SECTION 1.  NUMBER OF DIRECTORS.  The Board of Directors shall
consist of not less than one (1) nor more than nine (9) members as the
Board of Directors shall at the time have designated, who will be natural
persons at least 18 years old but who need not be either a shareholder or
resident of the State of Nevada.  The directors shall be elected at the
annual meeting of shareholders, or any adjournment thereof, and (unless
the Articles provide for staggered terms of Directors) shall hold office
until the next annual meeting of shareholders and until their successors
shall be duly elected and qualified.

     SECTION 2.  INCREASE OR DECREASE IN NUMBER OF DIRECTORS.  Whenever
the authorized number of directors is increased between annual meetings
of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and
until their successors are elected and qualified.  Any decrease in the
authorized number of directors shall not become effective until the
expiration of the term of the directors then in office unless, at the
time of such decrease, there shall be vacancies on the board which are
being eliminated by the decrease.

     SECTION 3.  VACANCIES.  Any vacancy occurring in the Board of
Directors (including a vacancy created by an increase in the number of
Directors) shall be filled by (i) action of the Board of Directors at a
meeting at which a quorum is present or, if the remaining Directors are
less than a quorum, by the affirmative vote of a majority of the
Directors then in office (even if less than a quorum), or (ii) by an
election at an annual meeting, or at a special meeting of the
shareholders called for that purpose.  A Director chosen to fill a
vacancy shall hold office until the next annual meeting of shareholders
and until his successor has been elected and qualified.  Notwithstanding
any other provision of this Section, if a vacancy was held by a Director
elected by a voting group of shareholders, then, if one or more of the
remaining Directors were elected by the same voting group, only such
Directors are entitled to vote to fill the vacancy if it is filled by the
Directors, and they may do so by the affirmative vote of the majority of
such Directors remaining in office; and only the holders of shares of
that voting group are entitled to fill the vacancy if it is filled by the
shareholders.

     SECTION 4.  REMOVALS.  At any meeting of the shareholders called for
that purpose, the entire Board of Directors, or any lesser number, may be
removed, with or without cause, by the shareholders if the votes cast in
favor of removal exceed the votes cast against removal; provided,
however, that if the Articles of Incorporation provide for cumulative
voting, if less than the entire Board of Directors is to be removed, no
one of the Directors may be removed if the votes of a sufficient number
of shares are cast against his removal which, if then cumulatively voted
at an election of the entire Board of Directors, or at an election of the
class of Directors of which he is a

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part, would be sufficient to elect him.  If a Director is elected by a
voting group of shareholders, only the shareholders of that voting group
may participate in a vote to remove that director.

     SECTION 5.  RESIGNATION.  Any Director may resign at any time by
mailing or delivering or by transmitting by telecopy, facsimile,
telegraph or cable written notice of his resignation to the President or
Secretary of the Corporation.  A resignation of a Director is effective
when the notice is received by the Corporation, unless the notice
specifies a later effective date.  Acceptance of the resignation shall
not be necessary unless the notice so provides.

     SECTION 6.  POWERS.  Subject to limitations of the Articles of
Incorporation, of the Bylaws, and of the laws of the State of Nevada as
to action which shall be authorized or approved by the shareholders, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation managed under the direction of,
the Board of Directors.  Without prejudice to such general powers, but
subject to the same limitation, it is hereby expressly declared that the
Directors shall have the following powers, to wit:

          (a)  To select and remove all the officers, agents, and
employees of the Corporation, prescribe such powers and duties for them
as may not be inconsistent with law, with the Articles of Incorporation,
or the Bylaws, and fix their compensation.

          (b)  To conduct, manage and control the affairs and business of
the Corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the Articles of Incorporation, or the
Bylaws, as they may deem best.

          (c)  To change the principal office for the transaction of the
business of the Corporation and to fix and locate, from time to time, one
or more subsidiary offices of the Corporation within or without the State
of Nevada.

          (d)  To adopt, make and use a corporate seal, and to prescribe
the form of certificates of shares, and to alter the form of such seal
and of such certificates, from time to time, as their judgment they may
deem best, provided such seal and such certificate shall at all times
comply with the provisions of the law.

          (e)  To authorize the issuance of shares of stock of the
Corporation, from time to time, upon such terms and for such
consideration as may be lawful.

          (f)  To borrow money and incur indebtedness for the purposes of
the Corporation, and to cause to be executed and delivered therefor, in
the corporate name, promissory notes, bonds, debentures, deed of trust,
mortgages, pledges, hypothecations or other evidences of debt and
security therefor.

          (g)  To declare dividends pursuant to the provisions of the
laws of the State of Nevada.

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          (h)  The greater of a majority of the Directors then in office
or the Directors necessary to approve other action by the Board may, by
resolution, designate two or more Directors to constitute an executive
committee and one or more other committees each of which to the extent
provided in such resolution shall have any may exercise all of the
authority of the Board of Directors in the management of the Corporation,
except the power to declare dividends or other distributions, to fill
vacancies on the Board or any committee, to amend the Articles, to adopt,
amend or repeal the Bylaws, to authorize the issuance or reacquisition of
stock (except within limits authorized by the Board) and those other
powers which may not be delegated to such committees under Nevada law.

          (i)  Anything hereinabove to the contrary notwithstanding, the
Board of Directors may, except as may otherwise be required by law,
authorize any officer or officers, agent or agents, in the name of and on
behalf of the Corporation, to sign checks, drafts, or other orders for
the payment of money or notes or other evidences of indebtedness, to
endorse for deposit, and/or deposit to the credit of the Corporation at
any bank or trust company or banking institution in which the Corporation
may maintain an account, cash, checks, notes, drafts, or other bankable
securities or instruments, and such authority may be general or confined
to specific instances as the Board of Directors may elect.

     SECTION 7.  ANNUAL MEETING.  A meeting of each newly elected Board
of Directors may be held without notice for each year immediately
following the annual meeting of shareholders.

     SECTION 8.  REGULAR MEETINGS.  Regular meetings of the Board of
Directors or any committee designated by the Board may be held without
notice at such time and place (in or out of Nevada) as may be determined
by the Board of Directors from time to time.

     SECTION 9.  SPECIAL MEETINGS.  Special meetings of the Board of
Directors or any committee designated by the Board may be called by the
President or any two Directors (or any two members of the committee, in
the case of a committee meeting) at the principal office of the
Corporation (or such other meeting place established by the Board) unless
a different place is agreed to by all Directors.  Notice of a special
meeting shall be delivered, mailed, telegraphed or telephoned to each
Director or committee member at least two days prior thereto.  Neither
the business to be transacted at, nor the purpose of such meeting need to
be specified in said notice.  A waiver of notice of a meeting which is in
writing and signed by the Director entitled to such notice, whether
before, at or after the meeting, shall be equivalent to the giving of
notice.  By attending or participating in a meeting, a Director waives
any required notice of such meeting unless the Director, at the beginning
of such meeting, objects to the holding of such meeting or the
transacting of 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 10.  QUORUM.  At all meetings of the Board of Directors, a
quorum shall consist of a majority of the number of directors fixed in
these Bylaws, and a majority vote of those present shall be necessary and
sufficient to constitute the act of the Directors, except as otherwise
provided herein, in the Articles of Incorporation or by the laws of the
State of Nevada.  A majority of

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those Directors present at any Directors' meeting, whether or not a
quorum is present, may adjourn the meeting from time to time but in the
absence of a quorum no other business may be conducted.

     SECTION 11.  TELEPHONE MEETINGS.  Any one or more members of the
Board of Directors or any committee designated by the board may
participate in a meeting of the board of committee 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 Director participating in a meeting by this means is deemed
present in person at the meeting.  If notice of a Directors' meeting or
committee meeting is given, such notice need not specify that one or more
Directors may participate in the meeting by means of such communications.

     SECTION 12.  ACTION WITHOUT A MEETING.  Any action required or
permitted to be taken at a meeting of the Board of Directors or any
committee designated by the Board of Directors may be taken without a
meeting if the action is evidenced by one or more written consents
describing the actions taken, signed by each Director or committee
member, and delivered to the Secretary for inclusion in the minutes or
for filing with the corporate records.  Action taken by written consent
is effective when the last Director or committee member signs the written
consent, unless before such time, any Director or committee member has
revoked his or her written consent by a writing signed by the Director or
committee member and received by the Secretary or Assistant Secretary of
the Corporation.  Notwithstanding the foregoing, Directors can establish
a different effective date by so stating in the consent.  Action taken
pursuant to this Section has the same effect as action taken at a meeting
of Directors and may be described as such in any document.

     SECTION 13.  PRESUMPTION OF ASSENT.  A Director of the Corporation
who is present at a meeting of the Board of Directors at which action on
any corporate matter is taken shall be presumed to have assented to the
action taken unless (i) the Director objects at the beginning of the
meeting, or promptly upon his or her 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, (ii) the Director
contemporaneously requests that his or her dissent or abstention as to
any specific action taken be entered in the minutes of the meeting, or
(iii) the Director causes written notice of his or her 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.  Such right to
dissent to specific action shall not apply to a Director who voted in
favor of such action.

     SECTION 14.  FEES AND COMPENSATION.  Directors, as such, may
receive, pursuant to resolution of the Board of Directors, fixed fees and
other compensation for their services as directors, including without
limitation, their services as members of committees of the directors.

     SECTION 15.  CHAIRMAN OF THE BOARD.  The Board of Directors may
elect one of their number to fill the office of the Chairman of the Board
of Directors and may also select a Vice-Chairman from among their number.
In the event the President of the Corporation is also on the Board of
Directors and no Chairman of the Board of Directors is elected, the
President will act as EX OFFICIO Chairman of the Board of Directors.  The
Chairman of the Board of Directors and in his absence the Vice Chairman,
if such officer or officers shall be chosen by the Board of Directors,

                                  -10-
<PAGE>
shall, if present, preside at all meetings of the Board of Directors.
The Chairman shall, subject to the direction of the Board of Directors,
have general oversight over the affairs of the Corporation and shall,
from time to time, consult and advise with the President in the direction
and management of the Corporation's business and affairs.  He shall also
do and perform such other duties as may, from time to time, be assigned
to him by the Board of Directors.


                                ARTICLE V

                                OFFICERS
                                --------

     SECTION 1.  OFFICERS.  The officers of the Corporation shall be a
President, Secretary and a Treasurer.  The Corporation may also have, at
the discretion of the Board of Directors, one or more Vice Presidents, of
one or more Assistant Secretaries, and one or more Assistant Treasurers,
and such other officers and/or agents as may be appointed and as the
business of the Corporation may require and the Board of Directors may
deem proper.  The officers must be natural persons at least 18 years old
but need not be members of the Board of Directors or shareholders.  Any
two or more offices may be held by the same person.

     SECTION 2.  APPOINTMENT.  The Board of Directors, at its first
meeting after each annual meeting of shareholders, shall appoint the
officers, and may, not inconsistent with the Bylaws, fix the powers and
duties of any officer.  Notwithstanding the foregoing, the Board of
Directors may by resolution authorize any officer to appoint and/or
remove one or more other officers or assistant officers, provided that
unless expressly provided by the Board of Directors, no Vice President or
assistant officer may exercise a power to appoint or remove held by the
President or any senior officer to whom they are an assistant.  Each
officer so chosen shall hold office from the time of appointment until
the first to occur of (a) the expiration of the term of his appointment
(if a term is set by the Board) and the appointment of his successor, (b)
his removal or resignation, or (c) his death.

     SECTION 3. REMOVALS, RESIGNATIONS, AND VACANCIES.  Any officers or
agents may be removed, with or without cause, at any time by the Board of
Directors, or by any officer that the Board of Directors has authorized
to remove the officer or agent being removed.

     Any officer may resign at any time by giving written notice to any
Director, to the President, or to the Secretary of the Corporation;
provided the notice is given to someone other than the resigning officer.
A resignation is effective when notice is received by a Director, the
President, or the Secretary of the Corporation, unless the notice
specifies a later effective date.  Acceptance of the resignation shall
not be necessary unless the notice so provides.

     A vacancy in any office because of death, resignation or removal
shall be filled in the manner prescribed in these Bylaws for regular
appointments to such office.

                                  -11-
<PAGE>
     SECTION 4.  PRESIDENT.  Subject to such supervisory powers, if any,
as may be given by the Board of Directors to the Chairman of the Board,
if there be such an officer, the President shall be the chief executive
officer of the Corporation and shall, subject to the control of the Board
of Directors, have general supervision, direction and control of the
business and officers of the Corporation.  He shall have the general
powers and duties of management usually vested in the office of a
President of a Corporation, and shall have such other powers and duties
as may be prescribed by the Board of Directors or these Bylaws.

     SECTION 5.  VICE PRESIDENTS.  In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed
by the Board of Directors (or if not ranked, the Vice President
designated by the Board of Directors), shall perform all duties of the
President, and when so acting shall have all the powers of and be subject
to all the restrictions upon the President.  The Vice Presidents shall
have such other powers and perform such other duties as, from time to
time, may be prescribed for them respectively by the Board of Directors
or these Bylaws.

     SECTION 6.  SECRETARY.  The Secretary shall attend all meetings of
the Board of Directors and all meetings of the shareholders and record
all votes.  The Secretary shall be responsible for the preparation and
maintenance of minutes of the meetings of the Board of Directors and the
shareholders and any other records and information required to be kept
under the General Corporation Law of Nevada and for authenticating
records of the Corporation.  He shall keep, or cause to be kept, a stock
register showing the names of the shareholders, number and date of
certificates issued, and the number and date of cancellation of every
certificate surrendered for cancellation.  He shall give, or cause to be
given, notice of all meetings of the shareholders and meetings of the
Board of Directors as required.  He shall perform such other duties as
may be prescribed by the Board of Directors.  He shall keep in safe
custody the seal of the Corporation, and when authorized by the Board of
Directors, shall affix the same to any instrument requiring it; and when
so affixed the seal shall be attested by his signature or by the
signature of the Assistant Secretary, the Treasurer or a Vice President.

     SECTION 7.  TREASURER.  The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounting records
affecting the Corporation.  The books of account shall at all reasonable
times be open to inspection by any Director.

     The Treasurer shall deposit all monies and other valuables in the
name and to the credit of the Corporation with such depositories as may
be designated by the Board of Directors.  He shall disburse the funds of
the Corporation as may be ordered by the Board of Directors, shall render
to the President and Directors, whenever they request it, an account of
all of his transactions as Treasurer and of the financial condition of
the Corporation.  He shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or these Bylaws.

     If required by the Board of Directors, the Treasurer shall obtain a
bond at the Corporation's expense in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the restoration
to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books,

                                  -12-
<PAGE>
papers, vouchers, money, and other property of whatsoever kind in his
possession or under his control belonging to the Corporation.

     SECTION 8.  ASSISTANTS.  The assistant officers (if any) shall, in
the order of their seniority (unless otherwise designated by the Board of
Directors), and in the absence or disability of the officer to whom they
are an assistant, perform the duties of such officer; and when so acting
they shall have all the powers of, and be subject to all the restrictions
upon, such officer.  They shall have such other powers and perform such
other duties as, from time to time, may be prescribed for them
respectively by the Board of Directors, the officers of the Corporation,
or these Bylaws.

                               ARTICLE VI

                              MISCELLANEOUS
                             --------------

     SECTION 1.  ACCOUNTING PERIOD.  The Corporation shall keep its books
and file its tax returns on a calendar year basis, unless otherwise
determined by the Board of Directors.

     SECTION 2.  AMENDMENTS.  These Bylaws may be amended or repealed and
new Bylaws may be adopted from time to time, by action of the Board of
Directors unless the Articles of Incorporation reserve the power
exclusively to the shareholders, in whole or in part, or the
shareholders, in amending or repealing a particular Bylaw, provide
expressly that the Directors may not amend or repeal such Bylaw.  The
shareholders may also amend or repeal the Bylaws even though the Bylaws
may be amended or repealed by the Board of Directors.  Notwithstanding
the foregoing, (a) a Bylaw that establishes the quorum requirement for
the Board of Directors of more than a majority of the number of Directors
fixed as the Board size, or requires a vote of more than a majority of
the Directors present at a meeting for action by the Board of Directors
(i) if adopted by the shareholders may be amended only by the
shareholders, or (ii) if adopted by the Board of Directors may be
modified by the shareholders or by the Board of Directors using the
quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater, and (b) if authorized by the Articles, the
shareholders (but not the Board of Directors) may adopt and modify a
Bylaw fixing a greater quorum or voting requirement for shareholders (or
voting groups of shareholders) than required by the General Corporation
Law of Nevada using the quorum and voting requirement then in effect or
proposed to be adopted, whichever is greater.



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