Exhibit 3.06
                                                                    ------------

                                     BY-LAWS
                                       OF
                           BOULDER ACQUISITIONS, INC.


                               ARTICLE I - OFFICES

SECTION 1. - REGISTERED OFFICE

The  registered  office  shall  be  established  and  maintained  at c/o  United
Corporate Services,  Inc., 202 South Minnesota Street, Carson City, Nevada 89703
and  United  Corporate  Services,  Inc.  shall be the  registered  agent of this
corporation in charge thereof.

SECTION 2. - OTHER OFFICES

The  corporation  may have other offices,  either within or without the State of
Nevada,  at such place or places as the Board of Directors may from time to time
appoint or the business of the corporation may require.


                      ARTICLE II - MEETINGS OF STOCKHOLDERS

SECTION 1. - ANNUAL MEETINGS.

Annual meetings of stockholders for the election of directors and for such other
business  as may be stated in the notice of the  meeting,  shall be held at such
place,  either within or without the State of Nevada,  and at such time and date
as the Board of Directors,  by resolution,  shall  determine and as set forth in
the notice of the meeting.

If the date of the annual meeting shall fall upon a legal  holiday,  the meeting
shall be held on the next succeeding  business day. At each annual meeting,  the
stockholders  entitled  to vote shall  elect a Board of  Directors  and they may
transact such other  corporate  business as shall be stated in the notice of the
meeting.

SECTION 2. - OTHER MEETINGS.

Meetings of  stockholders  for any purpose  other than the election of directors
may be held at such time and place,  within or without  the State of Nevada,  as
shall be stated in the notice of the meeting.

SECTION 3. - VOTING.

Each  stockholder  entitled  to  vote  in  accordance  with  the  terms  of  the
Certificate  of  Incorporation  and in accordance  with the  provisions of these
By-laws shall be entitled to one vote, in person or by proxy,  for each share of
stock  entitled  to vote held by such  stockholder,  but no proxy shall be voted
after three years from its date unless such proxy  provides for a longer period.
Upon the demand of any stockholder, the vote for directors and the vote upon any
question  before the meeting,  shall be by ballot.  All  elections for directors
shall be decided by  plurality  vote;  all other  questions  shall be decided by
majority vote except as otherwise  provided by the Certificate of  Incorporation
or the laws of the State of Nevada.

A complete list of the  stockholders  entitled to vote at the ensuing  election,
arranged in  alphabetical  order,  with the  address of each,  and the number of
shares held by each,  shall be open to the examination of any  stockholder,  for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days  prior to the  meeting,  either at a place  within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting,  or, if not so  specified,  at the place where the meeting is to be
held.  The list  shall  also be  produced  and kept at the time and place of the
meeting during the whole time thereof,  and may be inspected by any  stockholder
who is present.

<PAGE>

SECTION 4. - QUORUM.

Except as otherwise  required by law, by the Certificate of  Incorporation or by
these By-laws,  the presence,  in person or by proxy, of stockholders  holding a
majority of the stock of the  corporation  entitled to vote shall  constitute  a
quorum  at all  meetings  of the  stockholders.  In case a quorum  shall  not be
present at any meeting,  a majority in interest of the stockholders  entitled to
vote  thereat,  present in person or by proxy,  shall have power to adjourn  the
meeting  from  time to time,  without  notice  other  than  announcement  at the
meeting,  until the requisite amount of stock entitled to vote shall be present.
At any such  adjourned  meeting at which  requisite  amount of stock entitled to
vote shall be represented,  any business may be transacted which might have been
transacted at the meeting as  originally  noticed;  but only those  stockholders
entitled to vote at the meeting as originally  noticed shall be entitled to vote
at any adjournment or adjournments  thereof. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned  meeting,  a notice of the  adjourned  meeting  shall be given to each
stockholder of record entitled to vote the meeting.

SECTION 5. - SPECIAL MEETINGS.

Special  meetings of the  stockholders for any purpose or purposes may be called
by the President or Secretary, or by resolution of the directors.

SECTION 6. - NOTICE OF MEETINGS.

Written notice, stating the place, date and time of the meeting, and the general
nature of the  business  to be  considered,  shall be given to each  stockholder
entitled  to vote  thereat at his  address  as it appears on the  records of the
corporation,  not less than ten nor more than sixty (60) days before the date of
the  meeting.  No  business  other  than  that  stated  in the  notice  shall be
transacted at any meeting without the unanimous  consent of all the stockholders
entitled to vote thereat.

SECTION 7. - ACTION WITHOUT MEETING.

Unless  otherwise  provided  by the  Certificate  of  Incorporation,  any action
required to be taken at any annual or special  meeting of  stockholders,  or any
action which may be taken at any annual or special meeting, may be taken without
a meeting,  without  prior  notice and without a vote,  if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote  thereon  were  present  and  voted.  Prompt  notice  of the  taking of the
corporate action without a meeting by less than unanimous  written consent shall
be given to those stockholders who have not consented in writing.


                             ARTICLE III - DIRECTORS

SECTION 1. - NUMBER AND TERM.

The number of directors  shall be two (2). The directors shall be elected at the
annual meeting of the  stockholders  and each director shall be elected to serve
until his successor shall be elected and shall qualify. A director need not be a
stockholder.

SECTION 2. - RESIGNATIONS.

Any  director,  member of a committee  or other  officer may resign at any time.
Such  resignation  shall be made in  writing,  and shall take effect at the time
specified  therein,  and if no time be specified,  at the time of its receipt by
the  President  or  Secretary.  The  acceptance  of a  resignation  shall not be
necessary to make it effective.

SECTION 3. - VACANCIES.

<PAGE>

If the office of any director,  member of a committee or other  officer  becomes
vacant,  the  remaining  directors  in  office,  though  less than a quorum by a
majority vote, may appoint any qualified person to fill such vacancy,  who shall
hold office for the unexpired term and until his successor shall be duly chosen.

SECTION 4. - REMOVAL.

Any director or directors may be removed either for or without cause at any time
by the affirmative  vote of the holders of a majority of all the shares of stock
outstanding  and  entitled  to vote,  at a special  meeting of the  stockholders
called for the  purpose and the  vacancies  thus  created may be filled,  at the
meeting held for the purpose of removal,  by the affirmative  vote of a majority
in interest of the stockholders entitled to vote.

SECTION 5. - INCREASE OF NUMBER.

The number of directors  may be  increased by amendment by these  By-laws by the
affirmative vote of a majority of the directors,  though less than a quorum, or,
by the affirmative  vote of a majority in interest of the  stockholders,  at the
annual meeting or at a special meeting called for that purpose, and by like vote
the additional  directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and qualify.

SECTION 6. - POWERS.

The Board of  Directors  shall  exercise  all of the  powers of the  corporation
except  such  as are by  law,  or by the  Certificate  of  Incorporation  of the
corporation or by these By-laws conferred upon or reserved to the stockholders.

SECTION  7. - COMMITTEES.

The Board of Directors may, by resolution or resolutions passed by a majority of
the whole board, designate one or more committees,  each committee to consist of
two or more of the directors of the corporation.  The board may designate one or
more directors as alternate members of any committee, who may replace any absent
or  disqualified  member at any  meeting  of the  committee.  In the  absence or
disqualification  of any member or such committee or  committees,  the member or
members  thereof present at any such meeting and not  disqualified  from voting,
whether or not he or they constitute a quorum,  may unanimously  appoint another
member of the Board of  Directors to act at the meeting in the place of any such
absent or disqualified member.

Any such  committee,  to the extent  provided in the  resolution of the Board of
Directors,  or in these By-laws,  shall have and may exercise all the powers and
authority  of the Board of  Directors  in the  management  of the  business  and
affairs of the corporation,  and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power of authority in reference to amending the  Certificate  of  Incorporation,
adopting  an  agreement  of  merger  or   consolidation,   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
corporation's   property  and  assets,   recommending  to  the   stockholders  a
dissolution of the corporation or a revocation of a dissolution, or amending the
By-laws of the  corporation;  and unless the resolution,  these By-laws,  or the
Certificate of Incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.

SECTION 8. - MEETINGS.

The newly  elected  Board of  Directors  may hold their  first  meeting  for the
purpose of organization and the transaction of business, if a quorum be present,
immediately after the annual meeting of the stockholders;  or the time and place
of such meeting may be fixed by consent, in writing, of all the directors.

Unless restricted by the  incorporation  document or elsewhere in these By-laws,
members of the Board of Directors or any committee  designated by such Board may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at such meeting.

<PAGE>

Regular  meetings of the Board of  Directors  may be  scheduled  by a resolution
adopted by the Board.  The  Chairman of the Board or the  President or Secretary
may call, and if requested by any two directors,  must call a special meeting of
the  Board  and give  five  (5) days  notice  by  mail,  or two (2) days  notice
personally or by telegraph or cable to each director. The Board of Directors may
hold an annual meeting, without notice,  immediately after the annual meeting of
shareholders.

SECTION 9. - QUORUM.

A majority of the directors  shall  constitute a quorum for the  transaction  of
business.  If at any  meeting  of the  Board  there  shall be less than a quorum
present,  a majority of those  present may adjourn the meeting from time to time
until a quorum is obtained,  and no further  notice  thereof need be given other
than by announcement at the meeting which shall be so adjourned.

SECTION 10. - COMPENSATION.

Directors shall not receive any stated salary for their services as directors or
as  members  of  committees,  but by  resolution  of the  Board a fixed  fee and
expenses of attendance  may be allowed for  attendance at each meeting.  Nothing
herein  contained  shall be construed to preclude any director  from serving the
corporation  in any  other  capacity  as an  officer,  agent or  otherwise,  and
receiving compensation therefor.

SECTION 11. - ACTION WITHOUT MEETING.

Any action  required  or  permitted  to be taken at any  meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting, it prior
to such action a written  consent thereto is signed by all members of the Board,
or of such committee as the case may be, and such written consent is filled with
the minutes of proceedings of the Board or committee.


                              ARTICLE IV - OFFICERS

SECTION 1. - OFFICERS.

The  officers  of the  corporation  shall be a  President,  a  Treasurer,  and a
Secretary,  all of whom shall be elected by the Board of Directors and who shall
hold office until their successors are elected and qualified.  In addition,  the
Board of Directors may elect a Chairman,  one or more  Vice-Presidents  and such
Assistant  Secretaries and Assistant Treasurers as they may deem proper. None of
the officers of the corporation need be directors. The officers shall be elected
at the first meeting of the Board of Directors after each annual  meeting.  More
than two offices may be held by the same person.

SECTION 2. - OTHER OFFICERS AND AGENTS.

The Board of Directors may appoint such other officers and agents as it may deem
advisable,  who shall hold their offices for such terms and shall  exercise such
powers and perform such duties as shall be  determined  from time to time by the
Board of Directors.

SECTION 3. - CHAIRMAN.

The Chairman of the Board of Directors,  if one be elected, shall preside at all
meetings  of the Board of  Directors  and he shall have and  perform  such other
duties as from time to time may be assigned to him by the Board of Directors.

<PAGE>

SECTION 4. - PRESIDENT.

The President shall be the chief executive  officer of the corporation and shall
have the general powers and duties of supervision and management  usually vested
in the office of President of a corporation. He shall preside at all meetings of
the stockholders if present  thereat,  and in the absence or non-election of the
Chairman of the Board of  Directors,  at all meetings of the Board of Directors,
and shall have general supervision, direction and control of the business of the
corporation.  Except as the Board of Directors  shall  authorize  the  execution
thereof  in some other  manner,  he shall  execute  bonds,  mortgages  and other
contracts on behalf of the  corporation,  and shall cause the seal to be affixed
to any instrument requiring it and when so affixed the seal shall be attested by
the  signature of the  Secretary or the  Treasurer or Assistant  Secretary or an
Assistant Treasurer.


SECTION 5. - VICE-PRESIDENT.

Each  Vice-President  shall have such  powers and shall  perform  such duties as
shall be assigned to him by the directors.

SECTION 6. - TREASURER.

The Treasurer  shall have the custody of the corporate  funds and securities and
shall keep full and  accurate  account of receipts  and  disbursements  in books
belonging to the corporation. He shall deposit all monies and other valuables in
the name and to the credit of the  corporation  in such  depositaries  as may be
designated by the Board of Directors.

The Treasurer  shall disburse the funds of the  corporation as may be ordered by
the Board of  Directors,  or the  President,  taking  proper  vouchers  for such
disbursements.  He shall render to the  President  and Board of Directors at the
regular meetings of the Board of Directors,  or whenever they may request it, an
account of all his  transactions as Treasurer and of the financial  condition of
the  corporation.  If  required  by the Board of  Directors,  he shall  give the
corporation  a bond for the faithful  discharge of his duties in such amount and
with such surety as the Board shall prescribe.

SECTION 7. - SECRETARY.

The  Secretary  shall  give,  or cause to be given,  notice of all  meetings  of
stockholders  and  directors,  and all other  notices  required by the law or by
these  By-laws,  and in case of his  absence or refusal to neglect so to do, any
such notice may be given by any person thereunto  directed by the President,  or
by the directors,  or stockholder,  upon whose requisition the meeting is called
as  provided  in these  By-laws.  He shall  record  all the  proceedings  of the
meetings of the  corporation  and of the directors in a book to be kept for that
purpose,  and shall  perform  such other duties as may be assigned to him by the
directors  or the  President.  He  shall  have  the  custody  of the seal of the
corporation  and shall  affix the same to all  instruments  requiring  it,  when
authorized by the directors or the President, and attest the same.

SECTION 8. - ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.

Assistant  Treasurers  and Assistant  Secretaries,  if any, shall be elected and
shall have such  powers and shall  perform  such  duties as shall be assigned to
them, respectively, by the directors.


                            ARTICLE V - MISCELLANEOUS

SECTION 1. - CERTIFICATES OF STOCK.

A certificate of stock,  signed by the Chairman or Vice-Chairman of the Board of
Directors, if they be elected, President or Vice-President, and the Treasurer or
an Assistant Treasurer, or Secretary or Assistant Secretary,  shall be issued to
each  stockholder   certifying  the  number  of  shares  owned  by  him  in  the
corporation.  When such  certificates are  countersigned (1) by a transfer agent
other than the  corporation or its employee,  or, (2) by a registrar  other than
the  corporation  or its  employee,  the  signatures  of  such  officers  may be
facsimiles.

<PAGE>

SECTION 2. - LOST CERTIFICATES.

A new  certificate  of stock  may be  issued  in the  place  of any  certificate
theretofore  issued by the corporation,  alleged to have been lost or destroyed,
and the  directors  may, in their  discretion,  require the owner of the lost or
destroyed certificate,  or his legal representatives,  to give the corporation a
bond,  in such sum as they may  direct,  not  exceeding  double the value of the
stock, to indemnify the corporation  against any claim that may be against it on
account of the alleged loss of any such certificate, or the issuance of any such
new certificate.

SECTION 3. - TRANSFER OF SHARES.

The shares of stock of the corporation shall be transferable only upon its books
by the holders thereof in person or by their duly authorized  attorneys or legal
representatives, and upon such transfer the old certificate shall be surrendered
to the corporation by the delivery  thereof to the person in charge of the stock
and transfer  books and ledgers,  or to such other person as the  directors  may
designate, by whom they shall be cancelled, and new certificates shall thereupon
be issued. A record shall be made of each transfer and whenever a transfer shall
be made for collateral security, and not absolutely, it shall be so expressed in
the entry of the transfer.

SECTION 4. - STOCKHOLDERS RECORD DATE.

(a)  In order that the  corporation may determine the  stockholders  entitled to
     notice of or to vote at any  meeting  of  stockholders  or any  adjournment
     thereof,  the Board of Directors  may fix a record date,  which record date
     shall not precede the date upon which the resolution fixing the record date
     is adopted by the Board of Directors.  A  determination  of stockholders of
     record entitled to notice of or to vote at a meeting of stockholders  shall
     apply to any adjournment of the meeting; provided,  however, that the Board
     of Directors may fix a new record date for the adjourned meeting.

(b)  In order that the  corporation may determine the  stockholders  entitled to
     consent  to  corporate  action in writing  without a meeting,  the Board of
     Directors  may fix a record  date,  which record date shall not precede the
     date upon which the resolution fixing the record is adopted by the Board of
     Directors.

(c)  In order that the  corporation may determine the  stockholders  entitled to
     receive  payment of any dividend or other  distribution or allotment of any
     rights or the  stockholders  entitled to exercise  any rights in respect of
     any change,  conversion  or  exchange  of stock,  or for the purpose of any
     other lawful  action,  the Board of Directors may fix a record date,  which
     record date shall not precede the date upon which the resolution fixing the
     record date is adopted.

SECTION 5. - DIVIDENDS.

Subject to the  provisions of the  Certificate  of  Incorporation,  the Board of
Directors may, out of funds legally available therefor at any regular or special
meeting, declare dividends upon the capital stock of the corporation as and when
they deem expedient. Before declaring any dividend there may be set apart out of
any funds of the  corporation  available for dividends,  such sum or sums as the
directors from time to time in their  discretion deem proper for working capital
or as a reserve fund to meet  contingencies  or for equalizing  dividends or for
such other purposes as the directors  shall deem  conductive to the interests of
the corporation.

SECTION 6. - SEAL.

The  corporate  seal shall be circular in form and shall contain the name of the
corporation,  the year of its creation and the words  "Corporate  Seal,  Nevada,
2001".  Said  seal  may be used  by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

SECTION 7. - FISCAL YEAR.

The fiscal year of the  corporation  shall be  determined  by  resolution of the
Board of Directors.

<PAGE>

SECTION 8. - CHECKS.

All  checks,  drafts or other  orders for the  payment of money,  notes or other
evidences of indebtedness  issued in the name of the corporation shall be signed
by such officer or  officers,  agent or agents of the  corporation,  and in such
manner as shall be  determined  from time to time by  resolution of the Board of
Directors.

SECTION 9. - NOTICE AND WAIVER OF NOTICE.

Whenever any notice is required by these By-laws to be given, personal notice is
not meant unless expressly so stated, and any notice so required shall be deemed
to be  sufficient  if given by  depositing  the same in the United  States mail,
postage, prepaid,  addressed to the person entitled thereto at his address as it
appears on the records of the  corporation,  and such notice  shall be deemed to
have been given on the day of such  mailing.  Stockholders  not entitled to vote
shall not be  entitled to receive  notice of any  meetings  except as  otherwise
provided by Statute.

Whenever any notice whatever is required to be given under the provisions of any
law,  or  under  the  provisions  of the  Certificate  of  Incorporation  of the
corporation of these By-laws, a waiver thereof in writing,  signed by the person
or persons  entitled  to said  notice,  whether  before or after the time stated
therein, shall be deemed equivalent thereto.


                             ARTICLE VI - AMENDMENTS

These  By-laws may be altered or repealed  and By-laws may be made at any annual
meeting of the  stockholders  or at any special meeting thereof if notice of the
proposed  alteration  or repeal of By-law or By-laws to be made be  contained in
the notice of such special meeting, by the affirmative vote of a majority of the
stock issued and outstanding and entitled to vote thereat, or by the affirmative
vote of a majority  of the Board of  Directors,  at any  regular  meeting of the
Board of  Directors,  or at any special  meeting of the Board of  Directors,  if
notice of the proposed  alteration or repeal of By-law or By-laws to be made, be
contained in the notice of such special meeting.


                          ARTICLE VII - INDEMNIFICATION

No director shall be liable to the  corporation or any of its  stockholders  for
monetary damages for breach of fiduciary duty as a director, except with respect
to (1) a breach of the  director's  duty of  loyalty to the  corporation  or its
stockholders,  (2)  acts  or  omissions  not in  good  faith  or  which  involve
intentional misconduct or a knowing violation of law, (3) liability which may be
specifically defined by law or (4) a transaction from which the director derived
an improper personal benefit,  it being the intention of the foregoing provision
to eliminate the liability of the corporation's  directors to the corporation or
its stockholders to the fullest extent  permitted by law. The corporation  shall
indemnify  to the  fullest  extent  permitted  by law each  person that such law
grants the corporation the power to indemnify.