BYLAWS

                                       OF

                           GRAND SLAM TREASURES, INC.



                                    ARTICLE I
                                     OFFICES

1.01  REGISTERED OFFICE AND AGENT

     The  registered  office  of the  Corporation  shall  be  maintained  at The
Corporation Trust Company in Nevada, 6100 Neil Road, #500, Reno, NV 89511 in the
State of Nevada.  The registered office or the registered agent, or both, may be
changed by  resolution  of the Board of  Directors,  upon  filing the  statement
required by law.

1.02  PRINCIPAL OFFICE

     The principal office of the Corporation  shall be at 222 East State Street,
Eagle,  Idaho 83616  provided  that the Board of  Directors  shall have power to
change the location of the principal office in its discretion.

1.03  OTHER OFFICES

     The  Corporation  may also maintain  other offices at such places within or
without  the State of Nevada  as the  Board of  Directors  may from time to time
appoint or as the business of the Corporation may require.

                                   ARTICLE II
                                  SHAREHOLDERS

2.01  PLACE OF MEETING

     All  meetings of  shareholders,  both  regular and  special,  shall be held
either at the registered  office of the  Corporation,  or at such other place as
shall be designated in the notice of the meeting.

<PAGE>

2.02  ANNUAL MEETING

     The annual  meeting of  shareholders  for the election of directors and for
the transaction of all other business which may come before the meeting shall be
held within 180 days after the end of each fiscal  year,  on the date and at the
hour specified in the notice of meeting as determined by the Board of Directors.

     If the election of directors shall not be held on the day above  designated
for the annual  meeting,  the Board of Directors  shall cause the election to be
held as soon  thereafter  as  conveniently  may be at a special  meeting  of the
shareholders called for the purpose of holding such election.

     The annual  meeting of  shareholders  may be held for any other  purpose in
addition to the election of director  which may be specified in a notice of such
meeting. The meeting may be called by resolution of the Board of Directors or by
a writing filed with the secretary  signed either by a majority of the directors
or by  shareholders  owning a majority in amount of the entire  capital stock of
the Corporation issued and outstanding and entitled to vote at any such meeting.

2.03  NOTICE OF SHAREHOLDERS' MEETING

     A written or printed notice stating the place, day and hour of the meeting,
and in case of a special meeting,  the purpose or purposes for which the meeting
is called,  shall be  delivered  not less than ten (10) nor more than sixty (60)
days before the date of the meeting,  either personally or by mail, by or at the
direction  of the  president,  secretary  or the  officer or person  calling the
meeting,  to each  shareholders of record  entitled to vote at such meeting.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail  addressed  to the  shareholder  at his address as it appears on the
share transfer books of the Corporation, with postage thereon prepaid.

2.04  VOTING OF SHARES

     Each outstanding share,  regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of  shareholders,  except to the
extent that the voting  rights of the shares of any class or classes are limited
or denied by the Articles of Incorporation or by law.

     Treasury shares,  shares of its own stock owned by another  corporation the
majority  of  the  voting  stock  of  which  is  owned  or  controlled  by  this
Corporation, and shares of its own stock held by this Corporation in a fiduciary
capacity shall not be voted,  directly or indirectly,  at any meeting, and shall
not be counted in  determining  the total  number of  outstanding  shares at any
given time.
<PAGE>

     A shareholder  may vote either in person or by proxy executed in writing by
the  shareholder or by his duly authorized  attorney-in-fact.  No proxy shall be
valid after eleven (11) months from the date of its execution  unless  otherwise
provided in the proxy.  Each proxy shall be revocable unless expressly  provided
therein to be  irrevocable,  and in no event shall it remain  irrevocable  for a
period of more than eleven (11) months.

     At each election for directors,  every shareholder entitled to vote at such
election  shall  have the right to vote,  in person or by proxy,  the  number of
shares owned by him for as many persons as there are directors to be elected and
for whose  election he has a right to vote,  or if authorized by the Articles of
Incorporation,  to cumulate  his votes by giving one  candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by  distributing  such votes on the same  principal  among any number of such
candidates.  Any  shareholder  who  intends  to  cumulate  his  votes as  herein
authorized  shall give written  notice of such intention to the secretary of the
Corporation  on  or  before  the  day  preceding  the  election  at  which  such
shareholder intends to cumulate his votes.

2.05  CLOSING TRANSFER BOOKS AND FIXING RECORD DATE

     For the  purpose of  determining  shareholders  entitled to notice of or to
vote at any meeting of shareholders or any adjournment  thereof,  or entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
shareholders  for any other proper  purpose,  the Board of Directors may provide
that the share  transfer books shall be closed for a stated period not exceeding
sixty (60) days. If the stock  transfer books shall be closed for the purpose of
determining  shareholders  entitled  to  notice  of or to vote at a  meeting  of
shareholders,  such books shall be closed for at least ten (10) days immediately
preceding such meeting.  In lieu of closing the stock transfer books, the ByLaws
or, in the absence of an  applicable  ByLaw,  the Board of Directors  may fix in
advance a date as the record date for any such  determination  of  shareholders,
not later than sixty (60) days and,  in case of a meeting of  shareholders,  not
earlier  than ten (10) days,  prior to the date on which the  particular  action
requiring  such  determination  of  shareholders  is to be  taken.  If the share
transfer books are not closed and no record date is fixed for the  determination
of shareholders  entitled to notice of or to vote at a meeting of  shareholders,
or  shareholders  entitled to receive  payment of a dividend,  the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors  declaring  such dividend is adopted,  as the case may be, shall be
the record date for such determination of shareholders.  When a determination of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof,  except  where the  determination  has been made through the closing of
share transfer books and the stated period of closing has expired.
<PAGE>

2.06  QUORUM OF SHAREHOLDERS

     Unless otherwise provided in the Articles of Incorporation,  the holders of
a majority of the shares  entitled to vote,  represented  in person or by proxy,
shall constitute a quorum at a meeting of shareholders,  but in no event shall a
quorum  consist  of the  holders  of less  than  one-third  (1/3) of the  shares
entitled to vote and thus  represented at such meeting.  The vote of the holders
of a majority of the shares  entitled to vote and thus  represented at a meeting
at which a quorum  is  present  shall be the act of the  shareholders'  meeting,
unless  the vote of a  greater  number  is  required  by law,  the  Articles  of
Incorporation or the ByLaws.

2.07  VOTING LISTS

     The  officer or agent  having  charge of the share  transfer  books for the
shares of the Corporation shall make, at least ten (10) days before each meeting
of shareholders,  a complete list of the  shareholders  entitled to vote at such
meeting or any adjournment  thereof,  arranged in alphabetical  order,  with the
address of and the number of shares held by each,  which  list,  for a period of
ten (10) days  prior to such  meeting,  shall be kept on file at the  registered
office of the Corporation and shall be subject to inspection by any shareholders
at any time during usual  business  hours.  Such list shall also be produced and
kept  open at the time and place of the  meeting  and  shall be  subject  to the
inspection of any shareholder during the whole time of the meeting. The original
share  transfer  books  shall  be  prima-facie   evidence  as  to  who  are  the
shareholders  entitled to examine such list or transfer  books or to vote at any
meeting of shareholders.

2.08  ACTION BY CONSENT OF SHAREHOLDERS

     In lieu of a formal meeting, action may be taken by written consent of such
number  of  the  shareholders  as  is  required  by  either  State  law  or  the
Corporation's Bylaws for passage of such corporate action.

                                   ARTICLE III
                                    DIRECTORS

3.01  BOARD OF DIRECTORS

     The business and affairs of the Corporation  shall be managed by a Board of
Directors.   Directors  need  not  be  residents  of  the  State  of  Nevada  or
shareholders in the Corporation.
<PAGE>

3.02  NUMBER AND ELECTION OF DIRECTORS

     The  number of  directors  shall be not less than two (2) no more than nine
(9). The number of directors  constituting the board shall be fixed from time to
time by the  Directors  provided  that the number may be  increased or decreased
from time to time by an amendment to these  ByLaws,  but no decrease  shall have
the effect of  shortening  the term of any  incumbent  director.  At each annual
election the  shareholders  shall elect  directors to hold office until the next
succeeding annual meeting.

3.03  VACANCIES

     Any  vacancy  occurring  in the  Board of  Directors  may be  filled by the
affirmative  vote of the remaining  directors,  though less than a quorum of the
Board.  A director  elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an
increase  in the number of  directors  shall be filled by  election at an annual
meeting or at a special meeting of shareholders called for that purpose.

3.04  QUORUM OF DIRECTORS

     A majority  of the Board of  Directors  shall  constitute  a quorum for the
transaction of business.  The act of the majority of the directors  present at a
meeting at which a quorum is present shall be the act of the Board of Directors.

3.05  ANNUAL MEETING OF DIRECTORS

     Within  thirty (30) days after each  annual  meeting of  shareholders,  the
Board of Directors elected at such meeting shall hold an annual meeting at which
they shall elect  officers and transact such other business as shall come before
the meeting.

3.06  REGULAR MEETING OF DIRECTORS

     A regular  meeting  of the Board of  Directors  may be held at such time as
shall be determined from time to time by resolution of the Board of Directors.

3.07  SPECIAL MEETINGS OF DIRECTORS

     The  secretary  shall  call a special  meeting  of the  Board of  Directors
whenever  requested to do so by the President or by two directors.  Such special
meeting shall be held at the time specified in the notice of meeting.
<PAGE>

3.08  PLACE OF DIRECTORS MEETINGS

     All meetings of the Board of Directors  (annual,  regular or special) shall
be held  either at the  principal  office of the  Corporation  or at such  other
place,  either  within or without the State of Nevada,  as shall be specified in
the notice of meeting.

3.09  NOTICE OF DIRECTORS MEETINGS

     All meetings of the Board of Directors  (annual,  regular or special) shall
be held upon five (5) days written  notice  stating the date,  place and hour of
meeting  delivered  to  each  director  either  personally  or by mail or at the
direction of the president or the secretary or the officer or person calling the
meeting.

     In any case  where all of the  directors  execute a waiver of notice of the
time and place of meeting,  no notice  thereof  shall be required,  and any such
meeting  (whether  annual,  regular or special) shall be held at the time and at
the place (either within or without the State of Nevada) specified in the waiver
of notice.  Attendance of a director at any meeting shall constitute a waiver of
notice of such  meeting,  except where the  directors  attends a meeting for the
express  purpose of objecting to the  transaction  of any business on the ground
that the meeting is not lawfully called or convened.

     Neither the business to be  transacted  at, nor the purpose of, any annual,
regular or special  meeting of the Board of  Directors  need be specified in the
notice or waiver of notice of such meeting.

3.10  COMPENSATION

     Directors, as such, shall not receive any stated salary for their services,
but by  resolution  of the  Board  of  Directors  a fixed  sum and  expenses  of
attendance,  if any, may be allowed for  attendance  at each annual,  regular or
special meeting of the Board,  provided,  that nothing herein contained shall be
construed  to preclude any director  from serving the  Corporation  in any other
capacity and receiving compensation therefor.

3.11  ACTION BY CONSENT OF DIRECTORS

     In lieu of a formal meeting, action may be taken by written consent of such
number of the directors as is required by either State law or the  Corporation's
Bylaws for passage of such corporate action.

<PAGE>

3.12     COMMITEES

     The board of directors may, by resolution passed by a majority of the whole
board,  designate an executive committee and one or more other committees,  each
committee to consist of one or more of the directors as alternate members of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.

     Any such  committee,  to the extent provided in the resolution of the board
of  directors,  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 or
authority  in  reference  to  making,  altering  or  repealing  any bylaw of the
Corporation;  electing or appointing  any  director,  or removing any officer or
director;  submitting to  shareholders  any action that  requires  shareholders'
approval;  or amending or repealing any  resolution  theretofore  adopted by the
board which by its terms is  amendable  or  repealable  only by the board.  Such
committee or committees  shall have such name or names as may be determined from
time to time by  resolution  adopted by the board of directors.  Each  committee
shall keep  regular  minutes of its meetings and report the same to the board of
directors when required.

                                   ARTICLE IV
                                    OFFICERS

4.01  OFFICERS ELECTION

     The officers of the Corporation  shall consist of a president,  one or more
vice  presidents,  a secretary,  and a  treasurer.  All such  officers  shall be
elected at the annual meeting of the Board of Directors  provided for in Article
III,  Section 5. If any office is not filled at such annual  meeting,  it may be
filled at any subsequent  regular or special meeting of the Board.  The Board of
Directors  at such  annual  meeting,  or at any  subsequent  regular  or special
meeting may also elect or appoint such other officers and assistant officers and
agents as may be deemed  necessary.  Any two or more  offices may be held by the
same person, except the offices of president and secretary.

     All officers  and  assistant  officers  shall be elected to serve until the
next  annual  meeting  of  directors  (following  the  next  annual  meeting  of
shareholders) or until their successors are elected;  provided, that any officer
or assistant  officer  elected or  appointed  by the Board of  Directors  may be
removed  with or without  cause at any  regular or special  meeting of the Board
whenever in the  judgment of the Board of  Directors  the best  interests of the
Corporation will be served thereby,  but such removal shall be without prejudice
to the contract  rights,  if any, of the person so removed.  Any agent appointed
shall serve for such term,  not longer than the next annual meeting of the Board
of  Directors,  as shall be  specified,  subject to like right of removal by the
Board of Directors.
<PAGE>

4.02  VACANCIES

     If any office becomes  vacant for any reason,  the vacancy may be filled by
the Board of Directors.

4.03  POWER OF OFFICERS

     Each officer shall have, subject to these ByLaws, in addition to the duties
and powers specifically set forth herein, such powers and duties as are commonly
incident  to his  office and such  duties  and powers as the Board of  Directors
shall from time to time  designate.  All  officers  shall  perform  their duties
subject to the directions  and under the  supervision of the Board of Directors.
The  president  may  secure  the  fidelity  of any and all  officers  by bond or
otherwise.

4.04  PRESIDENT

     The  president or such other person as the Board of Directors  may appoint,
shall be the chief executive officer of the Corporation. He shall preside at all
meetings of the  directors  and  shareholders.  He shall see that all orders and
resolutions of the Board are carried out, subject  however,  to the right of the
directors  to  delegate  specific  powers,  except  such  as may  be by  statute
exclusively   conferred  on  the  president,   to  any  other  officers  of  the
Corporation.

     He  or  any  vice  president  shall  execute  bonds,  mortgages  and  other
instruments  requiring  a  seal,  in the  name  of the  Corporation,  and,  when
authorized  by the  Board,  he or any vice  president  may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the secretary or an assistant secretary.  He or any vice
president shall sign certificates of stock.

     The president shall be ex-officio a member of all standing committees.

     He shall submit a report of the operations of the  Corporation for the year
to the  directors at their  meeting  next  preceding  the annual  meeting of the
shareholders and to the shareholders at their annual meeting.

4.05  VICE PRESIDENT

     The vice  president  shall,  in the absence or disability of the president,
perform  the duties and  exercise  the powers of the  president,  and they shall
perform such other duties as the Board of Directors shall prescribe.
<PAGE>

4.06.  SECRETARY AND ASSISTANT SECRETARIES

     The  secretary  shall  attend all meetings of the Board and all meetings of
the  shareholders  and shall record all votes and the minutes of all proceedings
and shall  perform like duties for the standing  committees  when  required.  He
shall give or cause to be given notice of all meetings of the  shareholders  and
all  meetings of the Board of Directors  and shall  perform such other duties as
may be  prescribed  by the Board.  He shall keep in safe custody the seal of the
Corporation,  and when authorized by the Board, affix the same to any instrument
requiring  it, and when so affixed,  it shall be attested by his signature or by
the signature of an assistant secretary.

     The  assistant  secretary  shall,  in  the  absence  or  disability  of the
secretary, perform the duties and exercise the powers of the secretary, and they
shall perform such other duties as the Board of Directors shall prescribe.

     In the absence of the secretary or an assistant  secretary,  the minutes of
all meetings of the Board and  shareholders  shall be recorded by such person as
shall be designated by the president or by the Board of Directors.

4.07  TREASURER AND ASSISTANT TREASURERS

     The treasurer  shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the  Corporation  and shall  deposit all moneys and other  valuable
effects in the name and to the credit of the Corporation in such depositories 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,  taking proper  vouchers for such  disbursements.  He
shall keep and maintain the  Corporation's  books of account and shall render to
the president and directors an account of all of his  transactions  as treasurer
and of the financial condition of the Corporation and exhibit his books, records
and accounts to the president or directors at any time. He shall  disburse funds
for  capital  expenditures  as  authorized  by the  Board  of  Directors  and in
accordance  with the orders of the  president,  and present to the president for
his  attention  any  requests  for  disbursing  funds if in the  judgment of the
treasurer  any such request is not properly  authorized.  He shall  perform such
other duties as may be directed by the Board of Directors or by the president.

     If required by the Board of Directors, he shall give the Corporation a bond
in such sum and with such  surety or sureties  as shall be  satisfactory  to the
Board 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, papers, vouchers, money and other property of
whatever  kind  in  his  possession  or  under  his  control  belonging  to  the
Corporation.
<PAGE>

     The assistant  treasurers  in the order of their  seniority  shall,  in the
absence or  disability  of the  treasurer,  perform the duties and  exercise the
powers of the  treasurer,  and they shall perform such other duties as the Board
of Directors shall prescribe.

                                    ARTICLE V
                      CERTIFICATES OF STOCK: TRANSFER, ETC.

5.01  CERTIFICATES OF STOCK

     The certificates  for shares of stock of the Corporation  shall be numbered
and shall be entered in the  Corporation as they are issued.  They shall exhibit
the holder's name and number of shares and shall be signed by the president or a
vice  president and the  secretary or an assistant  secretary or if the Board of
Directors determines, by any one of the afore named officers and shall be sealed
with the seal of the Corporation or a facsimile thereof.  If the Corporation has
a  transfer  agent or a  registrar,  other  than the  Corporation  itself  or an
employee  of  the  Corporation,  the  signatures  of  any  such  officer  may be
facsimile.  In case any  officer  or  officers  who shall  have  signed or whose
facsimile  signature or signatures  shall have been used on any such certificate
or certificates  shall cease to be such officer or officers of the  Corporation,
whether because of death,  resignation or otherwise,  before said certificate or
certificates shall have been issued, such certificate may nevertheless be issued
by the  Corporation  with the same  effect as though the  person or persons  who
signed such  certificates or whose facsimile  signature or signatures shall have
been used thereon had been such officer or officers at the date of its issuance.
Certificates  shall be in such form as shall in  conformity to law be prescribed
from time to time by the Board of Directors.

     The  Corporation  may  appoint  from  time  to  time  transfer  agents  and
registrars,  who  shall  perform  their  duties  under  the  supervision  of the
secretary.

5.02  TRANSFERS OF SHARES

     Upon surrender to the  Corporation or the transfer agent of the Corporation
of a certificate  for shares duly endorsed or accompanied by proper  evidence of
succession,  assignment  or authority  to transfer,  it shall be the duty of the
Corporation to issue a new  certificate to the person entitled  thereto,  cancel
the old certificate, and record the transaction upon its books.

5.03  REGISTERED SHAREHOLDERS

     The  Corporation  shall be  entitled  to treat the  holder of record of any
share or shares of stock as the holder in fact  thereof and,  accordingly  shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share on the part of any other  person,  whether or not it shall have express or
other notice thereof, except as otherwise provided by law.
<PAGE>

5.04  LOST CERTIFICATE

     The Board of Directors may direct a new  certificate or  certificates to be
issued in place of any  certificate or  certificates  theretofore  issued by the
Corporation  alleged  to have  been  lost or  destroyed,  upon the  making of an
affidavit of that fact by the person  claiming the  certificate to be lost. When
authorizing  such  issue of a new  certificate  or  certificates,  the  Board of
Directors  in  its  discretion  and as a  condition  precedent  to the  issuance
thereof,  may  require  the  owner  of such  lost or  destroyed  certificate  or
certificates or his legal representative to advertise the same in such manner as
it shall  require  or to give the  corporation  a bond with  surety  and in form
satisfactory  to the Corporation  (which bond shall also name the  Corporation's
transfer  agents and  registrars,  if any,  as  obligees)  in such sum as it may
direct as indemnity  against any claim that may be made against the  Corporation
or other obligees with respect to the  certificate  alleged to have been lost or
destroyed, or to advertise and also give such bond.

                                   ARTICLE VI
                                    DIVIDEND

6.01  DECLARATION

     The Board of  Directors  may  declare  at any  annual,  regular  or special
meeting of the Board and the Corporation  may pay,  dividends on the outstanding
shares in cash,  property  or in the  shares of the  Corporation  to the  extent
permitted by, and subject to the provisions of, the laws of the State of Nevada.

6.02  RESERVES

     Before  payment of any dividend  there may be set aside out of any funds of
the  Corporation  available for dividends such sum or sums as the directors from
time to time in their absolute discretion think proper as a reserve fund to meet
contingencies  or for equalizing  dividends or for repairing or maintaining  any
property of the  Corporation  or for such other purpose as the  directors  shall
think  conducive  to the  interest of the  Corporation,  and the  directors  may
abolish any such reserve in the manner in which it was created.
<PAGE>

                                   ARTICLE VII
                                  MISCELLANEOUS

7.01  INFORMAL ACTION

     Any action  required  to be taken or which may be taken at a meeting of the
shareholders,  directors  or members of the  executive  committee,  may be taken
without a meeting  if a consent  in  writing  setting  forth the action so taken
shall be signed by such number of the shareholders, directors, or members of the
executive  committee as is required by law, as the case may be, entitled to vote
with respect to the subject matter thereof, and such consent shall have the same
force and  effect as a vote of the  shareholders,  directors,  or members of the
executive committee, as the case may be, at a meeting of said body.

7.02  SEAL

     The corporate  seal shall be circular in form and shall contain the name of
the Corporation,  the year of its incorporation and the words "State of Nevada",
and  "CORPORATE  SEAL".  The seal may be used by causing it or a facsimile to be
impressed or affixed or in any other manner  reproduced.  The corporate seal may
be altered by order of the Board of Directors at any time.

7.03  CHECKS

     All  checks or  demands  for money  and notes of the  Corporation  shall be
signed by such  officer or officers or such other person or persons as the Board
of Directors may from time to time designate.

7.04  FISCAL YEAR

     The fiscal  year of the  Corporation  shall begin on the 1st day of July in
each and every year.

7.05  DIRECTORS ANNUAL STATEMENT

     The Board of Directors shall present at each annual meeting of shareholders
a full and clear statement of the business and condition of the Corporation.

7.06  AMENDMENTS

     These ByLaws may be altered, amended or repealed in whole or in part by the
affirmative vote of the Board of Directors.

<PAGE>

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS


     Every person who was or is a party to, or is  threatened to be made a party
to, or is involved in any action, suit or proceedings, whether civil, criminal,.
administrative  or  investigative,  by reason of the fact that he or a person to
whom he is the legal  representative  is or was a  director  or  officer  of the
corporation or is or was serving at the request of the corporation as a director
or officer of another  corporation,  or as its  representative in a partnership,
joint  venture,  trust  or  other  enterprise,  shall  be  indemnified  and held
harmless,  to the fullest extent legally permissible under the laws of the State
of Nevada, against all expenses,  liability and loss, including attorney's fees,
judgements,  fines  and  amounts  paid or to be paid in  settlement,  reasonably
incurred or suffered by him in  connection  therewith,  all  pursuant to Section
78.151 of the Nevada Revised Statutes.  Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person.

     This  indemnification  is  intended  to  provide  at all times the  fullest
indemnification permitted by the laws of the State of Nevada and the corporation
may  purchase  and  maintain  insurance  on behalf of any  person  who is or was
serving at the  request of the  corporation  as a director or officer of another
corporation, or as its representative in a partnership,  joint venture, trust or
other enterprise against any liability asserted against such person and incurred
in any  such  capacity  or  arising  out of  such  status,  whether  or not  the
corporation would have the power to indemnify such person.