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                                                           EXHIBIT 3.11

                                     BYLAWS

                                       OF

                          HYDROMAID INTERNATIONAL, INC.



                                    ARTICLE I

                                     OFFICES


SECTION 1. PRINCIPAL OFFICES.

     The board of directors shall fix and may from time to time change the
location of the principal executive office of the Corporation at any place
within or outside the State of Nevada. If the principal executive office is
located outside this State, and the Corporation has one or more business offices
in this State, the board of directors shall fix and designate a principal
business office in the State of Nevada.


SECTION 2. OTHER OFFICES.

     The board of directors may at any time establish branch or subordinate
offices at any place or places where the Corporation is qualified to do
business.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS


SECTION 1. PLACE OF MEETINGS.

     Meetings of shareholders shall be held at any place within or outside the
State of Nevada designated by the board of directors. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the Corporation.


SECTION 2. 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. The date so designated shall be
within five (5) months after the end of the fiscal year of the Corporation and
within fifteen (15) months after the last annual meeting. At each annual
meeting, directors shall be elected and any other proper business may be
transacted.

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SECTION 3. SPECIAL MEETING.

     A special meeting of the shareholders may be called at any time by the
board of directors, or by an officer, or by one or more shareholders holding
shares in the aggregate entitled to cast not less than ten percent (10%) of the
votes at that meeting.

     If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time for
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by telegraphic
or other facsimile transmission to the chairman of the board, the president, any
vice president, or the secretary of the Corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons requesting the
meeting may give the notice. Nothing contained in this paragraph of this Section
3 shall be construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the board of directors may be held.


SECTION 4. NOTICE OF SHAREHOLDERS' MEETING.

     All notices of meetings of shareholders shall be sent or otherwise given in
accordance with Section 5 of this Article II not less than ten (10) nor more
than sixty (60) days before the date of the meeting. The notice shall specify
the place, date and hour of the meeting and (i) in the case of a special
meeting, the general nature of the business transacted, or (ii) in the case of
the annual meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the shareholders. The notice
of any meeting at which directors are to be elected shall include the name of
any nominee or nominees whom, at the time of the notice, management intends to
present for election.

     If action is proposed to be taken at any meeting for approval of (i) a
contract or transaction in which a director has a direct or indirect material
financial interest, pursuant to the Nevada Corporations Code, (ii) an amendment
of the Articles of Incorporation, (iii) a reorganization of the Corporation,
(iv) a voluntary dissolution of the Corporation, or (v) a distribution in
dissolution other than in accordance with the rights of outstanding preferred
shares, the notice shall also state the general nature of that proposal.


SECTION 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

     Notice of any meeting of shareholders shall be given either personally or
by first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the shareholder at the address of that shareholder
appearing on the books of the Corporation or given by the shareholder to the
Corporation for the purpose of notice. If no such address appears on the
Corporation's books or is given, notice shall be deemed to have been given if
sent to that shareholder by first-class mail or telegraphic or other written
communication to the Corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where that
office is located. Notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail, delivered to a common carrier for
transmission to the recipient, actually transmitted by electronic means to the
recipient by the person giving the notice, or sent by other means of written
communication.

     If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the Corporation is returned to the Corporation by the
United States Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice to the shareholder at that address, all
future notices or reports shall be deemed to have been duly given without
further mailing if these shall be available to the shareholder on written demand
of the shareholder at the principal executive office of the corporation for a
period of one year from the date of the giving of the notice.

     An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting shall be executed by the secretary, assistant secretary,
or any transfer agent of the Corporation giving the notice, and shall be filed
and maintained in the minute book of the Corporation.

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SECTION 6. QUORUM.

     The presence in person or by proxy of the holders of a majority of the
shares entitled to vote at any meeting of shareholders shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.


SECTION 7. ADJOURNED MEETING; NOTICE.

     Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that meeting, except
as provided in Section 6 of this Article II.

     When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting of the
time and place are announced at a meeting at which the adjournment is taken,
unless a new record date for the adjourned meeting is fixed, or unless the
adjournment is for more than forty-five (45) days from the date set for the
original meeting, in which case the board of directors shall set a new record
date. Notice of any such adjourned meeting, if required, shall be given to each
shareholder of record entitled to vote at the adjourned meeting in accordance
with the provisions of Sections 4 and 5 of this Article II. At any adjourned
meeting the Corporation may transact any business which might have been
transacted at the original meeting.


SECTION 8. VOTING.

     The shareholders entitled to vote at any meeting of shareholders shall be
determined in accordance with the provisions of Section 11 of this Article II,
subject to the provisions of the Nevada Corporations Code (relating to voting
shares held by a fiduciary, in the name of a corporation, or in joint
ownership). The shareholders' vote may be by voice vote or by ballot; provided,
however, that any election for directors must be by ballot if demanded by any
shareholder before the voting has begun. On any matter other than elections of
directors, any shareholder may vote part of the shares in favor of the proposal
and refrain from voting the remaining shares or vote them against the proposal,
but, if the shareholder fails to specify the number of shares which the
shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares that the shareholder
is entitled to vote. If a quorum is present (or if a quorum had been present
earlier at the meeting but some shareholders had withdrawn), the affirmative
vote of the majority of the shares represented and voting, provided such shares
voting affirmatively also constitutes a majority of the number of shares
required for a quorum, shall be the act of the shareholders, unless the vote of
a greater number or voting by classes is required by the Nevada Corporations
Code or by the Articles of Incorporation.

     At a shareholders' meeting at which directors are to be elected, no
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of the shareholder's
shares) unless the candidates' names have been placed in nomination prior to
commencement of the voting and the shareholder has given notice at the meeting,
prior to the voting, of the shareholder's intention to cumulate votes. If any
shareholder has given such a notice, then every shareholder entitled to vote may
cumulate votes for candidates in nomination and give one candidate a number of
votes equal to the number of directors to be elected, multiplied by the number
of votes to which that shareholder's shares are entitled, or distribute the
shareholder's votes on the same principle among any or all of the candidates, as
the shareholder thinks fit. The candidates receiving the highest number of
votes, up to the number of directors to be elected, shall be elected.


SECTION 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.

     The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either

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in person or by proxy, and if, either before or after the meeting, each person
entitled to vote, who was not present in person or by proxy, signs a written
waiver of notice or a consent to a holding of the meeting, or an approval of the
minutes. The waiver of notice or consent need not specify either the business to
be transacted or the purpose of any annual or special meeting of shareholders,
except that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this Article II,
the waiver of notice or consent shall state the general nature of the proposal.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.

     Attendance by a person at a meeting shall also constitute a waiver of
notice of and presence at that meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened; except that such attendance at a meeting is
not a waiver of any right to object to the consideration of matters required to
be included in the notice of the meeting, but not so included, if that objection
is expressly made at the meeting.


SECTION 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

     Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice if a
consent in writing setting forth the action so taken is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted. In the case of election
of directors, such a consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy on the
board of directors (other than a vacancy created by removal of a director) that
has not been filled by the directors, by the written consent of the holders of a
majority of the outstanding shares entitled to vote for the election of
directors. All such consents shall be filed with the secretary of the
Corporation and shall be maintained in the corporate records. Any shareholder
giving a written consent, or the shareholder's proxy holders, or a transferee of
the shares or a personal representative of the shareholder or their respective
proxy holders, may revoke the consent by a writing received by the secretary of
the Corporation before written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.

     If the consents of all shareholders entitled to vote have not been
solicited in writing, and if the unanimous written consent of all such
shareholders shall not have been received, the secretary shall give prompt
notice of the corporate action approved by the shareholders without a meeting.
This notice shall be given in the manner specified in Section 5 of this Article
II. In the case of approval of (i) contracts or transactions in which a director
has a direct or indirect material financial interest, pursuant to the Nevada
Corporations Code, (ii) indemnification of agents of the corporation, (iii) a
reorganization of the corporation, and (iv) a distribution in dissolution other
than in accordance with the rights of outstanding preferred shares, the notice
shall be given at least ten (10) days before the consummation of any action
authorized by that approval.


SECTION 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND GIVING CONSENTS.

     For purposes of determining the shareholders entitled to notice of any
meeting or to vote or entitled to give consent to corporate action without a
meeting, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) days nor less than ten (10) days before the date of
any such meeting nor more than sixty (60) days before any such action without a
meeting, and in this event only shareholders of record at the close of business
on the date so fixed are entitled to notice and to vote or to give consents as
the case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the Nevada
Corporations Code.

     If the board of directors does not so fix a record date:

     (a)  The record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived at the close of business, on the business day next preceding the day on
which the meeting is held;

     (b)  The record date for determining shareholders entitled to give consent
to corporate action in writing without a meeting, (i) when no prior action by
the board has been taken, shall be the day on which the first written consent is
given, or (ii)

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when prior action of the board has been taken, shall be at the close of business
on the day on which the board adopts the resolution relating to that action, or
the sixtieth (60th) day before the date of such other action, whichever is
later.


SECTION 12. PROXIES.

     Every person entitled to vote for directors or on any other matter shall
have the right to do so either in person or by one or more agents authorized by
a written proxy signed by the person and filed with the secretary of the
Corporation. A proxy shall be deemed signed if the shareholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the shareholder or the shareholder's attorney in
fact. A validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
Corporation stating that the proxy is revoked, or by a subsequent proxy executed
by, or attendance at the meeting and voting in person by, the person executing
the proxy; or (ii) written notice of the death or incapacity of the maker of
that proxy is received by the Corporation before the vote pursuant to that proxy
is counted; provided, however, that no proxy shall be valid after the expiration
of eleven (11) months from the date of the proxy, unless otherwise provided in
the proxy. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of the Nevada Corporations Code.


SECTION 13. INSPECTORS OF ELECTION.

     Before any meeting of shareholders, the board of directors may appoint any
persons other than nominees for office to act as inspectors of election at the
meeting or its adjournment. If no inspectors of election are so appointed, the
chairman of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
the chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.

     These inspectors shall:

     (a)  Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;

     (b)  Receive votes, ballots, or consents;

     (c)  Hear and determine all challenges and questions in any way arising in
connection with the right to vote;

     (d)  Count and tabulate all votes or consents;

     (e)  Determine when the polls shall close;

     (f)  Determine the result; and

     (g)  Do any other acts that may be proper to conduct the election or vote
with fairness to all shareholders.


                                   ARTICLE III

                                    DIRECTORS


SECTION 1. POWERS.

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     Subject to the provisions of the Nevada Corporations Code and any
limitations in the Articles of Incorporation and these Bylaws relating to action
required to be approved by the shareholders or by the outstanding shares, the
business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

     Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:

     (a)  Select and remove all officers, agents, and employees of the
Corporation; prescribe any powers and duties for them that are consistent with
law, with the Articles of Incorporation, and with these Bylaws; fix their
compensation; and require from them security for faithful service;

     (b)  Change the principal executive office or the principal business office
in the State of Nevada from one location to another; cause the Corporation to be
qualified to do business in any other state, territory, dependency, or country
and conduct business within or without the State of Nevada; and designate any
place within or without the State of Nevada for the holding of any shareholders'
meeting, or meetings, including annual meetings;

     (c)  Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates;

     (d)  Authorize the issuance of shares of stock of the Corporation on any
lawful terms, in consideration of money paid, labor done, services actually
rendered, debts or securities cancelled, or tangible or intangible property
actually received;

     (e)  Borrow money and incur indebtedness on behalf of the Corporation, and
cause to be executed and delivered for the Corporation's purposes, in the
Corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, and other evidences of debt and securities.


SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS.

     The authorized number of directors shall be no fewer than three (3) and no
more than seven (7) until changed by a duly adopted Amendment to the Articles of
Incorporation or by an Amendment to this Bylaw adopted by the vote or written
consent of holders of a majority of the outstanding shares entitled to vote;
provided, however, that an amendment reducing the number of directors to a
number less than five (5) cannot be adopted if the votes cast against its
adoption at a meeting, or the shares not consenting in the case of action by
written consent, are equal to more than 16-2/3% of the outstanding shares
entitled to vote.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.


SECTION 3. ELECTION AND TERM OF OFFICE OF DIRECTORS.

     Directors shall be elected at each annual meeting of the shareholders to
hold office until the next annual meeting. Each director, including a director
elected to full a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.


SECTION 4. VACANCIES.

     A vacancy or vacancies in the board of directors shall be deemed to exist
in the event of the death, resignation, or removal of any director, or if the
board of directors by resolution declares vacant the office of a director who
has been declared of unsound mind by an order of court or convicted of a felony,
or if the authorized number of directors is increased, or if the shareholders
fail, at any meeting of shareholders at which any director or directors are
elected, to elect the number of directors to be voted for at that meeting.

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     Any director may resign effective on giving written notice to the chairman
of the board, the president, the secretary, or the board of directors, unless
the notice specifies a later time for that resignation to become effective. If
the resignation of a director is effective at a future time, the board of
directors may elect a successor to take office when the resignation becomes
effective.

     Vacancies in the board of directors may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director,
except that a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the
vote of a majority of the shares entitled to vote represented at a duly held
meeting of shareholders at which a quorum is present, or by the unanimous
written consent of holders of the outstanding shares entitled to vote. Each
director so elected shall hold office until the next annual meeting of the
shareholders and until a successor has been elected and qualified.

     The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote, except that filling a vacancy created by removal of a
director shall require the written consent of the holders of all outstanding
shares entitled to vote.


SECTION 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE.

     Regular meetings of the board of directors may be held at any place within
or outside the State of Nevada that has been designated from time to time by
resolution of the board. In the absence of such a designation, regular meetings
shall be held at the principal executive office of the Corporation. Special
meetings of the board shall be held at any place within or outside the State of
Nevada that has been designated in the notice of the meeting or, if not stated
in the notice or if there is no notice, at the principal executive office of the
Corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in the meeting can hear one another, and all such directors shall
be deemed to be present in person at the meeting.


SECTION 6. ANNUAL MEETING.

     Immediately following each annual meeting of shareholders, the board of
directors shall hold a regular meeting at the place that the annual meeting of
shareholders was held or at any other place that shall have been designated by
the board of directors, for the purpose of organization, any desired election of
officers, and the transaction of other business. Notice of this meeting shall
not be required.


SECTION 7. OTHER REGULAR MEETINGS.

     Other regular meetings of the board of directors shall be held without call
at such time as shall from time to time be fixed by the board of directors. Such
regular meetings may be held without notice.


SECTION 8. SPECIAL MEETINGS.

     Special meetings of the board of directors for any purpose or purposes may
be called at any time by the chairman of the board or the president or any vice
president or the secretary or any two directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the Corporation. In case the notice is mailed,
it shall be deposited in the United States mail at least four (4) days before
the time of the holding of the meeting. In case the notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours before the
time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the

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office of the director whom the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the Corporation.


SECTION 9. QUORUM.

     A majority of the authorized number of directors shall constitute a quorum
for the transaction of business, except to adjourn as provided in Section 11 of
this Article III. Every act or decision done or made by a majority of the
directors present shall be regarded as the act of the board of directors,
subject to the provisions of the Nevada Corporations Code (as to approval of
contracts or transactions in which a director has a direct or indirect material
financial interest; appointment of committees; and, indemnification of
directors). A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.


SECTION 10. WAIVER OF NOTICE.

     The transactions of any meeting of the board of directors, however called
and noticed or wherever held, shall be as valid as though had at a meeting duly
held after regular call and notice if a quorum is present and if each director
(a) has received notice of the meeting, (b) attends the meeting without
protesting before or at the beginning of the meeting the lack of notice to such
director, or (c) before or after the meeting signs a written waiver of notice, a
consent to holding the meeting or an approval of the minutes. Any such waiver of
notice or consent need not specify the purpose of the meeting. All such waivers,
consents, and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.


SECTION 11. ADJOURNMENT.

     A majority of the directors present, whether or not constituting a quorum,
may adjourn any meeting to another time and place.


SECTION 12. NOTICE OF ADJOURNMENT.

     Notice of the time and place of holding an adjourned meeting need not be
given, unless the meeting is adjourned for more than twenty-four (24) hours, in
which case notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 8 of this Article III, to
the directors who were not present at the time of the adjournment.


SECTION 13. ACTION WITHOUT MEETING.

     Any action required or permitted to be taken by the board of directors may
be taken without a meeting, if all members of the board shall individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect of a unanimous vote of the board of
directors. Such written consent or consents shall be filed with the minutes of
the proceedings of the board.


SECTION 14. FEES AND COMPENSATION OF DIRECTORS.

     Directors and members of committees may receive such compensation, if any,
for their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the board of directors. This Section 14 shall not be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation for those services.

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                                   ARTICLE IV

                                   COMMITTEES


SECTION 1. COMMITTEES OF DIRECTORS.

     The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. Any
committee, to the extent provided in the resolution of the board, shall have all
the authority of the board, except with respect to:

     (a)  the approval of any action which, under the Nevada Corporations Code,
also requires shareholders' approval or approval of the outstanding shares;

     (b)  the filling of vacancies on the board of directors or in any
committee;

     (c)  the fixing of compensation of the directors for serving on the board
or on any committee;

     (e)  the amendment or repeal of any resolution of the board of directors
which by its express terms is not so amendable or repealable;

     (f)  a distribution to the shareholders of the Corporation, except at a
rate or in a periodic amount or within a price range determined by the board of
directors; or

     (g)  the appointment of any other committees of the board of directors or
the members of these committees.


SECTION 2. MEETINGS AND ACTION OF COMMITTEES.

     Meetings and action of committees shall be governed by, and held and taken
in accordance with the provisions of Article III of these Bylaws, Section 5
(place of meetings), 7 (regular meetings), 8 (special meetings and notice), 9
(quorum), 10 (waiver and notice), 11 (adjournment), 12 (notice of adjournment),
and 13 (action without meeting), with such changes in the context of those
Bylaws as are necessary to substitute the committee and its members for the
board of directors and its members, except that the time of regular meetings of
committees may be determined either by resolution of the board of directors or
by resolution of the committee; special meetings of committees may also be
called by resolution of the board of directors; and notice of special meetings
of committees shall also be given to all alternate members who shall have the
right to attend all meetings of the committee. The board of directors may adopt
rules for the government of any committee not inconsistent with the provisions
of these Bylaws.

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                                    ARTICLE V

                                    OFFICERS


SECTION 1. OFFICERS.

     The officers of the Corporation shall be a chairman of the board or
president, or both, a secretary, and a chief financial officer. The Corporation
may also have, at the discretion of the board of directors, a chairman of the
board, one or more vice presidents, one or more assistant secretaries, one or
more assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any number of
offices may be held by the same person.


SECTION 2. ELECTION OF OFFICERS.

     The officers of the Corporation, except such officers as may be appointed
in accordance with the provisions of Section 3 or Section 5 of this Article V,
shall be chosen by the board of directors, and each shall serve at the pleasure
of the board, subject to the rights, if any, of an officer under any contract of
employment.


SECTION 3. SUBORDINATE OFFICERS.

     The board of directors may appoint, and may empower the president to
appoint, such other officers as the business of the Corporation may require,
each of whom shall hold office for such period, have such authority and perform
such duties as are provided in the Bylaws or as the board of directors may from
time to time determine.


SECTION 4. REMOVAL AND RESIGNATION OF OFFICER.

     Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by the
board of directors, at any regular or special meeting of the board, or, except
in case of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.

     Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in the notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the Corporation under any contract to which the officer is a
party.


SECTION 5. VACANCIES IN OFFICES.

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

                                       10
<PAGE>

SECTION 6. CHAIRMAN OF THE BOARD.

     The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may be from time to time assigned to him by the
board of directors or prescribed by the Bylaws. If there is no president, the
chairman of the board shall in addition be the chief executive officer of the
Corporation and shall have the powers and duties prescribed in Section 7 of this
Article V.


SECTION 7. PRESIDENT.

     Subject to such supervisory powers, if any, as may be given by the Bylaws
or the board of directors to the chairman of the board, if there be such an
officer, the president shall be the general manager and 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 the
officers of the Corporation. He shall preside at all meetings of the
shareholders and, in the absence of the chairman of the board, or if there be
none, at all meetings of the board of directors. He shall have the general
powers and duties of management usually vested in the office of president of a
Corporation, and shall have such other powers and duties as may be prescribed by
the board of directors or the Bylaws.


SECTION 8. 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, a
vice president designated by the board of directors, shall perform all the
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 the Bylaws, and
the president, or the chairman of the board if there is no president.


SECTION 9. SECRETARY.

     The secretary shall keep or cause to be kept, at the principal executive
office or such other place as the board of directors may direct, a book of
minutes of all meetings and actions of directors, committees of directors, and
shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice given, the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings.

     The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the Corporation's transfer agent or registrar, as
determined by resolution of the board of directors, a share register, or a
duplicate share register, showing the names of all shareholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.

     The secretary or assistant secretary, or if they are absent or unable to
act or refuse to act, any other officer of the corporation shall give, or cause
to be given, notice of all meetings of the shareholders, of the board of
directors and of committees of the board of directors, required by the Bylaws or
by law to be given. The secretary shall keep the seal of the Corporation, if one
be adopted, in safe custody and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or by the Bylaws.


SECTION 10. CHIEF FINANCIAL OFFICER.

     The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

                                       11
<PAGE>

     The chief financial officer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such depositaries 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, whenever they request
it, an account of all of his transactions as chief financial officer and of the
financial condition of the Corporation, and shall have other powers and perform
such other duties as may be prescribed by the board of directors or the Bylaws.


                                   ARTICLE VI

                          INDEMNIFICATION OF DIRECTORS,

                      OFFICERS, EMPLOYEES, AND OTHER AGENTS


SECTION 1. AGENTS, PROCEEDINGS, AND EXPENSES.

     For the purposes of this Article, "agent" means any person who is or was a
director, officer, employee, or other agent of this Corporation, or is or was
serving at the request of this Corporation as a director, officer, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee, or agent of a
foreign or domestic corporation which was a predecessor corporation of this
Corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative, or investigative; and
"expenses" includes, without limitation, attorneys' fees and any expenses of
establishing a right to indemnification under Section 4 or Section 5(c) of this
Article.


SECTION 2. ACTIONS OTHER THAN BY THE CORPORATION.

     This Corporation shall have power to indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding (other than an
action by or in the right of this Corporation to procure a judgment in its
favor) by reason of the fact that such person is or was an agent of this
Corporation, against expense, judgments, finds, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if that
person acted in good faith and in a manner that person reasonably believed to be
in the best interests of this Corporation, and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of that person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interest of this
Corporation or that the person had reasonable cause to believe that the person's
conduct was unlawful.


                                       12
<PAGE>

SECTION 3. ACTIONS BY THE CORPORATION.

     This Corporation shall have power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action by or in the right of this Corporation to procure a judgment in
its favor by reason of the fact that the person is or was an agent of this
Corporation, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
Corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances. No
indemnification shall be made under this Section 3:

     (a)  In respect to any claim, issue or matter as to which that person shall
have been adjudged to be liable to this Corporation in the performance of that
person's duty to this Corporation, unless and only to the extent that the court
in which the proceeding is or was pending shall determine upon application that,
in view of all the circumstances of the case, that person is fairly and
reasonably entitled to indemnity for the expenses which the court shall
determine.

     (b)  Of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval; and

     (c)  Of expenses incurred in defending a threatened or pending action that
is settled or otherwise disposed of with or without court approval.


SECTION 4. SUCCESSFUL DEFENSE BY AGENT.

     To the extent that an agent of this Corporation has been successful on the
merits in defense of any proceeding referred to in Sections 2 or 3 of this
Article, or in defense of any claim, issue, or matter therein, the agent shall
be indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.


SECTION 5. REQUIRED APPROVAL.

     Except as provided in Section 4 of this Article, any indemnification under
this Article shall be made by this Corporation only if authorized in the
specific case on a determination that indemnification of the agent is proper in
the circumstances because the agent has met the applicable standard of conduct
set forth in Sections 2 or 3 of this Article, by:

     (a)  A majority vote of a quorum consisting of directors who are not
parties to the proceeding;

     (b)  Approval by the affirmative vote of a majority of the shares of this
Corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of the holders of a majority of the
outstanding shares entitled to vote. For this purpose, the shares owned by the
person to be indemnified shall not be considered outstanding or entitled to vote
thereon; or

     (c)  The court in which the proceeding is or was pending, on application
made by this Corporation or the agent or the attorney or other person rendering
services in connection with the defense, whether or not such application by the
agent, attorney, or other person is opposed by this Corporation.


SECTION 6. ADVANCE OF EXPENSES.

     Expenses incurred in defending any proceeding may be advanced by this
Corporation before the final disposition of the proceeding on receipt of an
undertaking by or on behalf of the agent to repay the amount of the advance
unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in this Article.


SECTION 7. OTHER CONTRACTUAL RIGHTS.

                                       13
<PAGE>

     Nothing contained in this Article shall affect any right to indemnification
to which persons other than directors and officers of this Corporation or any
subsidiary hereof may be entitled by contract or otherwise.


SECTION 8. LIMITATIONS.

     No indemnification or advance shall be made under this Article, except as
provided in Section 4 or Section 5(c), in any circumstance where it appears:

     (a)  That it would be inconsistent with a provision of the articles of
incorporation, a resolution of the shareholders, or an agreement in effect at
the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which
prohibits or otherwise limits indemnification; or

     (b)  That it would be inconsistent with any condition expressly imposed by
a court in approving a settlement.


SECTION 9. INSURANCE.

     Upon and in the event of a determination by the board of directors of this
Corporation to purchase such insurance, this Corporation shall purchase and
maintain insurance on behalf of any agent of the Corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not this Corporation would have the
power to indemnify the agent against that liability under the provisions of this
section.


SECTION 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN.

     This Article does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit plan in that
person's capacity as such, even though that person may also be an agent of the
corporation as defined in Section 1 of this Article. This Corporation shall have
the power to indemnify, and to purchase and maintain insurance on behalf of, any
such trustee, investment manager, or other fiduciary of any pension,
profit-sharing, share bonus, share purchase, share option, savings, thrift and
other retirement, incentive, and benefit plan, trust, and other provision for
any or all of the directors, officers, and employees of the Corporation or any
of its subsidiary or affiliated corporations, and to indemnify and purchase and
maintain insurance on behalf of any fiduciary of such plans, trusts, or
provisions. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise, which shall be enforceable to the
extent permitted by applicable law other than this Article.


                                   ARTICLE VII

                               RECORDS AND REPORTS


SECTION 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER.

     The Corporation shall keep at its principal executive office, or at the
office of its transfer agent or registrar, if either be appointed and as
determined by resolution of the board of directors, a record of its
shareholders, giving the names and addresses of all shareholders and the number
and class of shares held by each shareholder.

     A shareholder or shareholders of the Corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours on five (5) days' prior
written demand on the Corporation, and (ii) obtain from the transfer agent of
the Corporation, on written demand and on the tender of such transfer agent's
usual charges for such list, a list of the shareholders' names and addresses,
who are entitled to vote for the election of directors, and their shareholdings,
as of the most recent record date for which that list has been compiled or as of
a date specified by the shareholder after the date of demand. This list shall be
made available to any such shareholder or shareholders by the transfer agent on
or before the later of five (5) days after the demand is received or the date
specified in the demand as the date as of which the list is to be compiled.

                                       14
<PAGE>

The record of shareholders shall also be open to inspection on the written
demand of any shareholder or holder of a voting trust certificate, at any time
during usual business hours, for a purpose reasonably related to the holder's
interests as a shareholder or as the holder of a voting trust certificate. Any
inspection and copying under this Section 1 may be made in person or by an agent
or attorney of the shareholder or holder of a voting trust certificate making
the demand.


SECTION 2. MAINTENANCE AND INSPECTION OF BYLAWS.

     The Corporation shall keep at its principal executive office, or if its
principal executive office is not in the State of Nevada, at its principal
business office in Nevada, the original or a copy of the Bylaws as amended to
date, which shall be open to inspection by the shareholders at all reasonable
times during office hours. If the principal executive office of the Corporation
is outside the State of Nevada and the Corporation has no principal business
office in this State, the secretary shall, upon the written request of any
shareholder, furnish to that shareholder a copy of the Bylaws as amended to
date.


SECTION 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE RECORDS.

     The accounting books and records and minutes of proceedings of the
shareholders and the board of directors and any committee or committees of the
board of directors shall be kept at such place or places designated by the board
of directors, or, in the absence of such designation, at the principal executive
office of the Corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate, at any reasonable
time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. These rights of
inspection shall extend to the records of each subsidiary corporation of the
Corporation.


SECTION 4. INSPECTION BY DIRECTORS.

     Every director shall have the absolute right at any reasonable time to
inspect all books, records, and documents of every kind and the physical
properties of the Corporation and each of its subsidiary corporations. This
inspection by a director may be made in person or by an agent or attorney and
the right of inspection includes the right to copy and make extracts of
documents.


SECTION 5. ANNUAL REPORT TO SHAREHOLDERS.

     The annual report to shareholders referred to in the Nevada Corporations
Code is expressly dispensed with, but nothing herein shall be interpreted as
prohibiting the board of directors from issuing annual or other periodic reports
to the shareholders of the Corporation as they consider appropriate.


SECTION 6. FINANCIAL STATEMENTS.

     A copy of any annual financial statement and any income statement of the
Corporation for each quarterly period of each fiscal year, and any accompanying
balance sheet of the Corporation as of the end of each such period, that has
been prepared by the Corporation shall be kept on file in the principal
executive office of the Corporation for twelve (12) months and each such
statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed to any
such shareholder.

     If a shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the Corporation makes a written
request to the Corporation for an income statement of the Corporation for the
three-month, six-month or nine-month period of the then current fiscal year
ended more than thirty (30) days before the date of the request, and a balance
sheet of the Corporation as of the end of that period, the chief financial
officer shall cause that statement to be

                                       15
<PAGE>

prepared, if not already prepared, and shall deliver personally or mail that
statement or statements to the person making the request within thirty (30) days
after the receipt of the request. If the Corporation has not sent to the
shareholders its annual report for the last fiscal year, this report, if any,
shall likewise be delivered or mailed to the shareholder or shareholders within
thirty (30) days after the request.

     The Corporation shall also, on the written request of any shareholder, mail
to the shareholder a copy of the last annual, semi-annual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.

     The quarterly income statements and balance sheets referred to in this
section shall be accompanied by the report, if any, of any independent
accountants engaged by the Corporation or the certificate of an authorized
officer of the Corporation that the financial statements were prepared without
audit from the books and records of the Corporation.


SECTION 7. ANNUAL STATEMENT OF GENERAL INFORMATION.

     The Corporation shall, each year during the calendar month in which its
Articles of Incorporation originally were filed with the Nevada Secretary of
State, or during the preceding five (5) calendar months, file with the Secretary
of State of the State of Nevada, on the prescribed form a statement setting
forth the authorized number of directors, the names and complete business or
residence addresses of all incumbent directors, the number of vacancies on the
board, if any, the names and complete business or residence addresses of the
chief executive officer, secretary, and chief financial officer, the street
address of its principal executive office or principal business office in
Nevada, and the general type of business constituting the principal business
activity of the Corporation, together with a designation of the agent of the
Corporation for the purpose of service of process, all in compliance with the
Nevada Corporations Code.


                                  ARTICLE VIII

                            GENERAL CORPORATE MATTERS


SECTION 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING.

     For purposes of determining the shareholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the board of directors may
fix, in advance, a record date, which shall not be more than sixty (60) days nor
less than ten (10) days before any such action, and in that case only
shareholders of record at the close of business on the date so fixed are
entitled to receive the dividend, distribution, or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the Corporation after the record date so fixed, except as
otherwise provided in the Nevada Corporations Code.

     If the board of directors does not so fix a record date, the record date
for determining shareholders for any such purpose shall be at the close of
business on the day on which the board adopts the applicable resolution or the
sixtieth (60th) day before the date of that action, whichever is later.


SECTION 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS.

     All checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the Corporation,
shall be signed or endorsed by such person or persons and in such manner as,
from time to time, shall be determined by resolution of the board of directors.


SECTION 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.

     The board of directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or re-execute any instrument in the name of and on behalf of the Corporation,
and this

                                       16
<PAGE>

authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the agency power of
an officer, no officer, agent, or employee shall have any power or authority to
bind the Corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.


SECTION 4. CERTIFICATE FOR SHARES.

     A certificate or certificates for shares of the capital stock of the
Corporation shall be issued to each shareholder when any of these shares are
fully paid, and the board of directors may authorize the issuance of
certificates or shares as partly paid provided that these certificates shall
state the amount of the consideration to be paid for them and the amount paid.
If the shares are subject to restrictions upon transfer, the restriction or
restrictions shall also appear on the certificate. All certificates shall be
signed in the name of the Corporation by the chairman of the board or vice
chairman of the board or the president or vice president and by the chief
financial officer or an assistant treasurer or the secretary or any assistant
secretary, certifying the number of shares and the class or series of shares
owned by the shareholder. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent, or registrar who has signed or
whose facsimile signature has been placed on a certificate shall have ceased to
be that officer, transfer agent, or registrar before that certificate is issued,
it may be issued by the Corporation with the same effect as if that person were
an officer, transfer agent, or registrar at the date of issue.


SECTION 5. LOST CERTIFICATES.

     Except as provided in this Section 5, no new certificates for shares shall
be issued to replace an old certificate unless the latter is surrendered to the
Corporation and cancelled at the same time. The board of directors may, in case
any share certificate or certificate for any other security is lost, stolen, or
destroyed, authorize the issuance of a replacement certificate on such terms and
conditions as the board may require, including provision for indemnification of
the Corporation secured by a bond or other adequate security sufficient to
protect the Corporation against any claim that may be made against it, including
any expense or liability, on account of the alleged loss, theft, or destruction
of the certificate or the issuance of the replacement certificate.


SECTION 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

     The chairman of the board, the president, or any vice president, or any
other person authorized by resolution of the board of directors or by any of the
foregoing designated officers, is authorized to vote on behalf of the
Corporation any and all shares of any other corporation or corporations, foreign
or domestic, standing in the name of the Corporation. The authority granted to
these officers to vote or represent on behalf of the Corporation any and all
shares held by the Corporation in any other corporation or corporations may be
exercised by any of these officers in person or by any person authorized to do
so by a proxy duly executed by these officers.


SECTION 7. EMPLOYEE STOCK PURCHASE PLANS.

     The Corporation may, upon terms and conditions herein authorized, provide
and carry out an employee stock purchase plan or plans providing for the issue
and sale, or for the granting of options for the purchase, of its unissued
shares, or of issued shares purchased or to be purchased or acquired, to
shareholders or employees of the Corporation or of any subsidiary or to a
trustee on their behalf. Such plan may provide for such consideration as may be
fixed therein, for the payment of such shares in installments or at one time and
for aiding any such employees in paying for such shares by compensation for
services or otherwise. Any such plan before becoming effective must be approved
or authorized by the board of directors of the Corporation.

     Such plan may include, among other things, provisions determining or
providing for the determination by the board of directors, or any committee
thereof designated by the board of directors, of:

     (a)  eligibility of employees (including officers and directors) and
shareholders to participate therein,

                                       17
<PAGE>

     (b)  the number and class of shares which may be subscribed for or for
which options may be granted under the plan,

     (c)  the time and method of payment therefor, shall be issued or sold,

     (d)  the price or prices at which such shares shall be issued or sold,

     (e)  whether or not title to the shares shall be reserved to the
Corporation until full payment thereof,

     (f)  the effect of the death of a shareholder or an employee participating
in the plan or termination of his employment, including whether there shall be
any option or obligation on the part of the Corporation to repurchase the shares
thereupon,

     (g)  restrictions, if any, upon the transfer of the shares, and the time
limits, and termination of the plan,

     (h)  termination, continuation or adjustments of the rights of
participating employees and shareholders upon the happening of specified
contingencies, including increase or decrease in the number or issued shares of
the class covered by the plan without receipt of consideration by the
Corporation or any exchange of shares of such class for stock or securities of
another corporation pursuant to a reorganization or merger, consolidation or
dissolution of the Corporation,

     (i)  amendment, termination, interpretation and administration of such plan
by the board or any committee thereof designated by the board of directors, and

     (j)  any other matters, not repugnant to law, as may be included in the
plan as approved or authorized by the board of directors or any such committee.


SECTION 8. CONSTRUCTION AND DEFINITIONS.

     Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Nevada Corporations Code shall govern the
construction of these Bylaws. Without limiting the generality of this provision,
the singular number includes the plural, the plural number includes the
singular, and the term "person" includes both a corporation and natural person.


                                   ARTICLE IX

                                   AMENDMENTS


SECTION 1. AMENDMENT BY SHAREHOLDERS.

     New bylaws may be adopted or these Bylaws may be amended or repealed by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote, except as otherwise provided by law, these Bylaws, or the
Articles of Incorporation; provided, however, that if the Articles of
Incorporation of the Corporation set forth the number of authorized directors of
the Corporation, the authorized number of directors may be changed only by an
amendment of the Articles of Incorporation.


SECTION 2. AMENDMENT BY DIRECTORS.

     Subject to the rights of the shareholders as provided in Section 1 of this
Article IX, Bylaws, other than a Bylaw or an amendment to a Bylaw changing the
authorized number of directors, may be adopted, amended, or repealed by the
board of directors.

                                       18