EXHIBIT 3.2


                                     BYLAWS
                                       OF
                             INVESTMENT AGENTS, INC.
                              a Nevada corporation


                                    ARTICLE I

                                     Offices


         Section 1.1       Principal Executive Office.

         The principal  executive  office for the transaction of business of the
corporation  shall be fixed or may be changed by the  approval  of a majority of
the  authorized  Directors,  and  additional  offices  may  be  established  and
maintained at such other place or places as the Board of Directors may from time
to time  designate.  The Board of  Directors  is hereby  granted  full power and
authority  to change  said  principal  executive  office  from one  location  to
another.  Any such  change  shall be noted  on  these  Bylaws  by the  Secretary
opposite this Section, or this Section may be amended to state the new location.

         Section 1.2       Other Offices.

         Branch or subordinate business offices may be specified by the Board of
Directors  at any  place or places  where the  corporation  is  qualified  to do
business.


                                   ARTICLE II

                            Meetings of Shareholders


         Section 2.1       Place of Meetings.

         All meetings of shareholders  shall be held at the principal  executive
office of the corporation, or at any other place, within or without the State of
Nevada, specified by the Board of Directors.


         Section 2.2       Annual Meeting.

         The annual meeting of the  shareholders,  after the year 2002, shall be
held at the time and date in each year fixed by the Board of  Directors,  or, if
not so designated,  then on May 15th, in each year if not a legal holiday,  and,
if a legal  holiday,  on the next  succeeding  day not a legal  holiday.  At the
annual  meeting  directors  shall be  elected,  reports  of the  affairs  of the
corporation  shall be considered,  and any other business may be transacted that
is within the power of the shareholders.


         Section 2.3  Notice of Annual Meeting.

         Written   notice  of  each  annual  meeting  shall  be  given  to  each
shareholder  entitled to vote,  either personally or by first-class mail, or, if
the  corporation  has  outstanding  shares held of record by 500 or more persons
(determined  in accordance  with Nevada General  Corporation  Law) on the record
date  for the  meeting,  by  third-class  mail,  or by other  means  of  written
communication,   charges   prepaid,   addressed  to  such   shareholder  at  the
shareholder's address appearing on the books of the corporation or given by such
shareholder  to the  corporation  for the  purpose of  notice.  If any notice or
report addressed to the


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shareholder  at the address of such  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 or report to the  shareholder at such address,  all future notices or
reports shall be deemed to have been duly given without  further  mailing if the
same  shall  be  available  for  the  shareholder  upon  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  or  report  to all other
shareholders.  If a shareholder gives no address, notice shall be deemed to have
been given to such  shareholder  if  addressed to the  shareholder  at the place
where the  principal  executive  office of the  corporation  is situated,  or if
published at least once in some  newspaper of general  circulation in the county
in which said principal executive office is located.

         All such notices shall be given to each  shareholder  entitled  thereto
not less than ten (10) days (or, if sent by third-class  mail, thirty (30) days)
nor more than sixty (60) days before each annual meeting.  Any such notice shall
be deemed to have been given at the time when delivered  personally or deposited
in the mail or sent by other means of written  communication.  An  affidavit  of
mailing of any such notice in accordance with the foregoing provisions, executed
by the Secretary,  Assistant Secretary or any transfer agent of the corporation,
shall be prima facie evidence of the giving of the notice.

         Such notice shall specify:

         (a) the place, the date, and the hour of such meeting;

         (b)  those  matters  that the  Board of  Directors,  at the time of the
mailing of the notice,  intends to present for action by the shareholders  (but,
subject to the  provisions  of  subsection  (d) below,  any proper matter may be
presented at the meeting for such action);

         (c) if directors are to be elected,  the names of nominees  intended at
the time of the notice to be presented by the Board of Directors for election;

         (d) the  general  nature of a  proposal,  if any,  to take  action with
respect to approval of (i) a contract or other  transaction  with an  interested
director,   (ii)   amendment   of  the  Articles  of   Incorporation,   (iii)  a
reorganization  of the corporation as defined in the Nevada General  Corporation
Law, (iv) voluntary  dissolution of the  corporation,  or (v) a distribution  in
dissolution  other than in accordance  with the rights of outstanding  preferred
shares, if any; and

         (e)  such  other  matters,  if any,  as may be  expressly  required  by
statute.


         Section 2.4       Shareholder Proposals at Annual Meetings.

         At an annual meeting of the  shareholders,  only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought  before an annual  meeting,  business must be specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors,  otherwise properly brought before the meeting by or at the direction
of the Board of Directors or otherwise  properly brought before the meeting by a
shareholder.  In addition to any other applicable requirements,  for business to
be properly  brought before an annual meeting by a shareholder,  the shareholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
corporation. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal  executive  offices of the  corporation,  not less
than 45 days nor more than 75 days  prior to the date on which  the  corporation
first mailed its


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proxy materials for the previous  year's annual meeting of shareholders  (or the
date on which the corporation  mails its proxy materials for the current year if
during the prior year the  corporation  did not hold an annual meeting or if the
date of the annual meeting was changed more than 30 days from the prior year). A
shareholder's  notice to the  Secretary  shall set forth as to each  matter  the
shareholder  proposes to bring before the annual meeting (i) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for  conducting  such business at the annual  meeting,  (ii) the name and record
address of the shareholder  proposing such business,  (iii) the class and number
of shares of the corporation  which are  beneficially  owned by the shareholder,
and (iv) any material interest of the shareholder in such business.

         Notwithstanding  anything  in the Bylaws to the  contrary,  no business
shall  be  conducted  at the  annual  meeting  except  in  accordance  with  the
procedures  set forth in this Section 2.4,  provided,  however,  that nothing in
this Section 2.4 shall be deemed to preclude  discussion by any  shareholder  of
any business  properly brought before the annual meeting in accordance with said
procedure.

         The  Chairman  of an  annual  meeting  shall,  if  the  facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance with the provisions of this Section 2.4, and if
he should so determine he shall so declare to the meeting, and any such business
not properly brought before the meeting shall not be transacted.

         Nothing in this Section 2.4 shall affect the right of a shareholder  to
request  inclusion  of a proposal in the  corporation's  proxy  statement to the
extent that such right is provided by an applicable  rule of the  Securities and
Exchange Commission.

         Section 2.5       Special Meetings.

         Special  meetings  of the  shareholders  for any  purpose  or  purposes
whatsoever  may be called at any time by the  Chairman of the Board (if there be
such an officer appointed),  by the President,  by the Board of Directors, or by
one or more shareholders entitled to cast not less than ten percent (10%) of the
votes at the meeting.

         Section 2.6  Notice of Special Meetings.

         Upon  request in writing  that a special  meeting  of  shareholders  be
called for any proper  purpose,  directed to the Chairman of the Board (if there
be such an officer  appointed),  President,  Vice  President or Secretary by any
person (other than the Board of Directors) entitled to call a special meeting of
shareholders,  the  officer  forthwith  shall  cause  notice  to be given to the
shareholders entitled to vote that a meeting will be held at a 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.  Except in special
cases where other  express  provision is made by statute,  notice of any special
meeting of shareholders shall be given in the same manner as for annual meetings
of  shareholders.  In addition to the matters required by Section 2.3(a) and, if
applicable,  Section 2.3(c) of these Bylaws, notice of any special meeting shall
specify  the  general  nature of the  business  to be  transacted,  and no other
business may be transacted at such meeting.

         Section 2.7  Quorum.

         The  presence  in person or by proxy of  persons  entitled  to vote one
third of the voting  shares at any  meeting  shall  constitute  a quorum for the
transaction  of  business.  If a quorum is present,  the  affirmative  vote of a
majority  of the


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shares represented and voting at the meeting (which shares voting  affirmatively
also constitute at least a majority of the required  quorum) shall be the act of
the shareholders,  unless the vote of a different number or voting by classes is
required by the Nevada General Corporation Law, the Articles of Incorporation or
these Bylaws.  Any meeting of shareholders,  whether or not a quorum is present,
may be  adjourned  from time to time by the vote of the holders of a majority of
the shares  present in person or  represented  by proxy  thereat and entitled to
vote, but in the absence of a quorum no other business may be transacted at such
meeting,  except that the shareholders present or represented by proxy at a duly
called or held meeting,  at which a quorum is present,  may continue to transact
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 2.8  Adjourned Meeting and Notice.

         When any shareholders' meeting,  either annual or special, is adjourned
for more than forty-five (45) days, or if after adjournment a new record date is
fixed for the adjourned meeting,  notice of the adjourned meeting shall be given
as in the case of an original meeting. Except as provided above, it shall not be
necessary to give any notice of the time and place of the  adjourned  meeting or
of the business to be transacted thereat, other than by announcement of the time
and place thereof at the meeting at which such adjournment is taken.

         Section 2.9  Record Date.

         (a) The  Board of  Directors  may fix a time in the  future as a record
date for the determination of the shareholders entitled to notice of and to vote
at any meeting of shareholders  or entitled to give consent to corporate  action
in writing without a meeting,  to receive any report, to receive any dividend or
other distribution, or allotment of any rights, or to exercise rights in respect
of any other  lawful  action.  The record  date so fixed  shall be not more than
sixty (60) days nor less than ten (10) days  prior to the date of such  meeting,
nor more than sixty  (60) days prior to any other  action.  A  determination  of
shareholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
shareholders  shall apply to any  adjournment of the meeting unless the Board of
Directors  fixes a new record date for the adjourned  meeting,  but the Board of
Directors  shall fix a new record date if the meeting is adjourned for more than
forty-five (45) days from the date set for the original  meeting.  When a record
date is so fixed,  only  shareholders of record at the close of business on that
date are entitled to notice of and to vote at any such meeting,  to give consent
without a meeting, to receive any report, 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,  except as otherwise  provided in the Articles of Incorporation
or these Bylaws.

         (b) If no record date is fixed:

         (1) 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 preceding the day on which
the meeting is held.

         (2) The  record  date for  determining  shareholders  entitled  to give
consent to corporate  action in writing without a meeting,  when no prior action
by the Board of  Directors  has been taken,  shall be the day on which the first
written consent is given.


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         (3) The record date for determining  shareholders for any other purpose
shall be at the close of  business  on the day on which  the Board of  Directors
adopts the resolution  relating thereto, or the sixtieth (60th) day prior to the
date of such other action, whichever is later.

         Section 2.10  Voting.

         (a)  Except  as  may  be   otherwise   provided  in  the   Articles  of
Incorporation, each outstanding share, regardless of class, shall be entitled to
one vote on each matter submitted to a vote of shareholders.

         Any  holders of shares  entitled to vote on any matter may vote part of
the shares in favor of the proposal and refrain from voting the remaining shares
or vote them against the proposal,  other than elections to office,  but, if the
shareholder  fails to specify  the number of shares such  shareholder  is voting
affirmatively, it will be conclusively presumed that the shareholder's approving
vote is with respect to all shares such shareholder is entitled to vote.

         (b) The  candidates  for  directors  receiving  the  highest  number of
affirmative  votes of shares  entitled to be voted for them, up to the number of
directors  to be elected  by such  shares,  shall be  elected.  Votes  against a
director and votes withheld shall have no legal effect.

         Section 2.11  Proxies.

         (a) Every person entitled to vote shares  (including  voting by written
consent)  may  authorize  another  person or other  persons to act by proxy with
respect  to such  shares.  "Proxy"  means a written  authorization  signed or an
electronic  transmission  authorized  by  a  shareholder  or  the  shareholder's
attorney-in-fact  giving another person or persons power to vote with respect to
the shares of such  shareholder.  "Signed" for the purpose of this Section means
the  placing  of the  shareholder's  name or other  authorization  on the  proxy
(whether  by  manual   signature,   typewriting,   telegraphic,   or  electronic
transmission   or   otherwise)   by  the   shareholder   or  the   shareholder's
attorney-in-fact.  A proxy may be transmitted by an oral telephone  transmission
if it is submitted  with  information  from which it may be determined  that the
proxy was  authorized by the  shareholder,  or his or her attorney in fact.  Any
proxy duly  executed is not revoked and continues in full force and effect until
(i) a  written  instrument  revoking  it is  filed  with  the  Secretary  of the
corporation prior to the vote pursuant thereto, (ii) a subsequent proxy executed
by the person  executing the prior proxy is presented to the meeting,  (iii) the
person  executing  the proxy  attends the  meeting and votes in person,  or (iv)
written notice of the death or incapacity of the maker of such proxy is received
by the corporation before the vote pursuant thereto is counted; provided that no
such proxy  shall be valid after the  expiration  of eleven (11) months from the
date of its execution,  unless otherwise provided in the proxy.  Notwithstanding
the  foregoing  sentence,  a  proxy  that  states  that  it is  irrevocable,  is
irrevocable  for the period  specified  therein to the extent  permitted  by the
Nevada Revised Statutes. The dates contained on the forms of proxy presumptively
determine  the  order of  execution,  regardless  of the  postmark  dates on the
envelopes in which they are mailed.

         (b) As long as no outstanding class of securities of the corporation is
registered  under Section 12 of the  Securities  Exchange Act of 1934, or is not
exempted  from such  registration  by Section  12(g)(2) of such Act, any form of
proxy or written  consent  distributed to ten (10) or more  shareholders  of the
corporation when outstanding shares of the corporation are held of record by 100
or more  persons  shall  afford an  opportunity  on the proxy or form of written
consent to specify a choice between  approval and  disapproval of each matter or
group of related matters  intended to be acted upon at the meeting for which the
proxy is solicited or by such written  consent,  other than elections to office,


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and shall provide,  subject to reasonable specified  conditions,  that where the
person  solicited  specifies a choice with respect to any such matter the shares
will be voted in accordance therewith. In any election of directors, any form of
proxy in which the  directors to be voted upon are named  therein as  candidates
and which is marked by a shareholder  "withhold" or otherwise marked in a manner
indicating  that the authority to vote for the election of directors is withheld
shall not be voted for the election of a director.

         Section 2.12  Validation of Defectively Called or Noticed Meetings.

         The  transactions  of any meeting of  shareholders,  however called and
noticed,  and wherever  held,  are as valid as though had at a meeting duly held
after  regular  call and notice,  if a quorum is present  either in person or by
proxy, and if, either before or after the meeting,  each of the persons entitled
to vote, not present in person or by proxy,  signs a written waiver of notice or
a consent to the holding of the  meeting or an approval of the minutes  thereof.
All such  waivers,  consents  and  approvals  shall be filed with the  corporate
records or made a part of the minutes of the meeting.  Attendance of a person at
a meeting  shall  constitute a waiver of notice of and presence at such 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 and except that attendance at a meeting is not a waiver of any right to
object to the consideration of matters required by these Bylaws or by the Nevada
General  Corporation  Law to be  included  in the  notice if such  objection  is
expressly made at the meeting.  Neither the business to be transacted at nor the
purpose of any regular or special meeting of  shareholders  need be specified in
any written waiver of notice,  consent to the holding of the meeting or approval
of  the  minutes  thereof,   unless  otherwise   provided  in  the  Articles  of
Incorporation  or these  Bylaws,  or unless  the  meeting  involves  one or more
matters specified in Section 2.3(d) of these Bylaws.

         Section 2.13  Action Without Meeting.

         (a) Directors may be elected without a meeting by a consent in writing,
setting  forth the action so taken,  signed by all of the  persons  who would be
entitled to vote for the election of directors,  provided  that,  without notice
except as hereinafter set forth, a director may be elected at any time to fill a
vacancy not filled by the directors  (other than a vacancy created by removal of
a  director)  by the  written  consent  of  persons  holding a  majority  of the
outstanding shares entitled to vote for the election of directors.

         Any other action that may be taken at a meeting of the shareholders may
be taken without a meeting,  and without prior notice except as hereinafter  set
forth, 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 such action at a meeting at
which all shares  entitled  to vote  thereon  were  present  and voted.  Written
consent,  shall be given at least ten (10) days before the  consummation  of the
action authorized by such approval; and

         (b) Unless the consents of all shareholders  entitled to vote have been
solicited in writing:

         (1) notice of any  proposed  shareholder  approval of (i) a contract or
other transaction with an interested director,  (ii) indemnification of an agent
of the corporation,  (iii) a reorganization of the corporation as defined in the
Nevada General Corporation Law, or (iv) a distribution in dissolution other than
in accordance with the rights of outstanding preferred shares, if any, without a
meeting by less than unanimous written consent, shall be given at least ten (10)
days before the consummation of the action authorized by such approval; and


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         (2) prompt  notice shall be given of the taking of any other  corporate
action approved by shareholders without a meeting by less than unanimous written
consent  to those  shareholders  entitled  to vote who  have  not  consented  in
writing.  Such notices  shall be given in the manner  provided in Section 2.3 of
these Bylaws.

         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 corporation  prior to the time that written consents of
the number of shares  required to authorize the proposed  action have been filed
with  the  Secretary  of the  corporation,  but may not do so  thereafter.  Such
revocation is effective upon its receipt by the Secretary of the corporation.

         Section 2.14  Inspectors of Election.

         (a) In advance of any meeting of  shareholders,  the Board of Directors
may appoint  inspectors  of  election to act at the meeting and any  adjournment
thereof.  If inspectors  of election are not so appointed,  or if any persons so
appointed fail to appear or refuse to act, the chairman of any such meeting may,
and on the request of any shareholder or the holder of such shareholder's  proxy
shall,  appoint  inspectors of election (or persons to replace those who so fail
or  refuse) at the  meeting.  The  number of  inspectors  shall be either one or
three.  If  inspectors  are appointed at a meeting on the request of one or more
shareholders or holders of proxies, the majority of shares represented in person
or by proxy shall determine  whether one inspector or three inspectors are to be
appointed.

         (b) The  inspectors  of election  shall  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;
receive  votes,  ballots or consents;  hear and  determine  all  challenges  and
questions  in any way arising in  connection  with the right to vote;  count and
tabulate all votes or consents;  determine when the polls shall close; determine
the result;  and do such acts as may be proper to conduct  the  election or vote
with fairness to all shareholders.

         (c) The inspectors of election shall perform their duties  impartially,
in  good  faith,  to the  best  of  their  ability  and as  expeditiously  as is
practical.  If there are three  inspectors  of election,  the  decision,  act or
certificate  of a majority is effective in all respects as the decision,  act or
certificate of all. Any report or certificate made by the inspectors of election
is prima facie evidence of the facts stated therein.


                                   ARTICLE III

                               Board of Directors


         Section 3.1       Powers; Approval of Loans to Officers.

         (a) Subject to the provisions of the Nevada General Corporation Law and
any limitations in the Articles of Incorporation  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.  The Board of
Directors  may  delegate  the  management  of the  day-to-day  operation  of the
business of the  corporation to a management  company or other person,  provided
that the  business  and  affairs of the  corporation  shall be  managed  and all
corporate powers shall be exercised under the ultimate direction of the Board of
Directors.

         (b) The corporation may, upon approval of the Board of Directors alone,


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make loans of money or property to, or guarantee the obligations of, any officer
(whether or not a director)  of the  corporation  or of its parent,  or adopt an
employee benefit plan authorizing such loans or guaranties, provided that:

         (1) the Board of  Directors  determines  that such a loan,  guaranty or
plan may reasonably be expected to benefit the corporation;

         (2) the  corporation  has  outstanding  shares held of record by 100 or
more persons  (determined as provided in the Nevada General  Corporation Law) on
the date of approval by the Board of Directors;

         (3) the  approval  by the Board of  Directors  is by a vote  sufficient
without counting the vote of any interested director(s); and

         (4) the loan is otherwise  made in compliance  with the Nevada  General
Corporation Law or the Nevada Revised Statutes.

         3.2  Number and Qualification of Directors.

         The number of directors of the corporation  shall not be less than five
(5) nor more than  fifteen  (15) until  changed by  amendment of the Articles of
Incorporation  or by a Bylaw  amending this Section 3.2 duly adopted by the vote
or written consent of holders of a majority of the outstanding shares,  provided
that if the minimum  number of directors is five or more, any proposal to reduce
the minimum  number of directors to a number less than five 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  sixteen  and
two-thirds  percent  (16-2/3%) of the  outstanding  shares entitled to vote. The
exact  number of directors  shall be fixed from time to time,  within the limits
specified in the Articles of Incorporation or in this Section 3.2, by a bylaw or
amendment  thereof duly adopted by the vote of a majority of the shares 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, or by the Board of Directors.

         Subject  to  the  foregoing  provisions  for  changing  the  number  of
directors,  the number of  directors of the  corporation  has been fixed at five
(5).

         Section 3.3       Classified Board of Directors; Election and Term of
                           Office.

         (a) The directors shall be divided into three classes, designated Class
I, Class II and Class III, as nearly equal in number as the then total number of
directors permits. At the 2003 annual meeting of shareholders, Class I directors
shall be elected for a one-year term, Class II directors for a two-year term and
Class III directors for a three-year term. At each succeeding  annual meeting of
shareholders  beginning in 2004, successors to the class of directors whose term
expires at that annual  meeting  shall be elected for a three-year  term. If the
number of directors is changed,  any increase or decrease  shall be  apportioned
among the classes so as to  maintain  the number of  directors  in each class as
nearly equal as possible,  and any additional  directors of any class elected to
fill a vacancy  resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining  term of that class,  but in no case
will a decrease in the number of  directors  shorten  the term of any  incumbent
director.  A director shall hold office until the annual meeting for the year in
which his term  expires  and  until his  successor  shall be  elected  and shall
qualify,   subject,   however,   to  prior   death,   resignation,   retirement,
disqualification  or removal from office. Any vacancy on the Board of Directors,
including  any vacancy that results from an increase in the number of directors,
may be filled by a majority of the Board of Directors  then in office,  although
less than a quorum,  or by a sole remaining  director.  Any director  elected to
fill a vacancy shall have the same remaining term as that of his predecessor.


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         (b) Notwithstanding  the foregoing,  whenever the holders of any one or
more classes or series of preferred stock issued by the  corporation  shall have
the right, voting separately by class or series, to elect directors at an annual
or special meeting of  shareholders,  the election,  term of office,  filling of
vacancies  and other  features  of such  directorships  shall be governed by the
terms of the Articles of Incorporation applicable thereto, and such directors so
elected  shall not be divided  into  classes  pursuant  to these  Bylaws  unless
expressly provided by such terms.

         (c) A director may not be removed if the votes cast against  removal of
the director,  or not consenting in writing to the removal,  would be sufficient
to elect the director if voted  cumulatively  (without  regard to whether shares
may  otherwise  be voted  cumulatively)  at an  election at which the same total
number of votes were cast (or,  if the action is taken by written  consent,  all
shares  entitled to vote were voted) and either the number of directors  elected
at the most recent annual meeting of shareholders,  or if greater, the number of
directors for whom removal is being sought, were then being elected.

         (d) So long as an outstanding class of securities of the corporation is
registered  under  Section  12 of the  Securities  Exchange  Act of 1934 and the
outstanding  shares of the corporation are held of record by 100 or more persons
of record,  after the annual meeting of  shareholders  for 2003, the corporation
shall  have not less  than one (1)  independent  director,  as that term is then
defined in Section 303A of the New York Stock Exchange Listed Company Manual and
after the annual meeting of shareholders  for 2004, the  corporation  shall have
not less than  three (3)  independent  directors  or a majority  of  independent
directors if the  corporation  is a Securities  and  Exchange  Commission  Small
Business "SB" filer.

         (e) Any amendment, change or repeal of this Section 3.3 of Article III,
or any other  amendment to these Bylaws that will have the effect of  permitting
circumvention of or modifying this Section 3.3 of Article III, shall require the
favorable vote, at a shareholders'  meeting,  of the holders of one third of the
then-outstanding shares of stock of the corporation entitled to vote.

         Section 3.4       Vacancies.

         A vacancy in the Board of Directors shall be deemed to exist in case of
the  death,  resignation  or  removal of any  director,  if a director  has been
declared  of unsound  mind by order of court or  convicted  of a felony,  if the
authorized   number  of  directors  is  increased,   if  the   incorporator   or
incorporators  have failed to appoint the authorized  number of directors in any
resolution for  appointment of directors  upon the initial  organization  of the
corporation,  or if the  shareholders  fail, at any annual or special meeting of
shareholders  at which any director or directors are elected,  to elect the full
authorized number of directors to be voted for at that meeting.

         Vacancies in the Board of  Directors,  except for a vacancy  created by
the removal of a director,  may be filled by a majority of the directors present
at a meeting at which a quorum is present, or if the number of directors then in
office  is less than a  quorum,  (a) by the  unanimous  written  consent  of the
directors then in office, (b) by the vote of a majority of the directors then in
office at a meeting held  pursuant to notice or waivers of notice in  compliance
with these Bylaws, or (c) by a sole remaining director. Each director so elected
shall  hold  office  until his or her  successor  is  elected  at an annual or a
special meeting of the shareholders. A vacancy in the Board of Directors created
by the removal of a director may be filled only by the vote of a majority of the
shares entitled to vote  represented at a duly held meeting at which a quorum is
present,  or by the  written  consent of all of the  holders of the  outstanding
shares.


                                       9


<PAGE>


         The  shareholders may elect a director or directors at any time to fill
any  vacancy or  vacancies  not filled by the  directors.  Any such  election by
written  consent  other than to fill a vacancy  created by removal shall require
the consent of holders of a majority of the outstanding shares entitled to vote.
Any such election by written  consent to fill a vacancy created by removal shall
require the  unanimous  written  consent of all shares  entitled to vote for the
election of directors.

         Any director may resign  effective  upon giving  written  notice to the
Chairman of the Board (if there be such an officer  appointed),  the  President,
the  Secretary or the Board of Directors of the  corporation,  unless the notice
specifies  a later  time  for the  effectiveness  of  such  resignation.  If the
resignation  is effective  at a future time, a successor  may be elected to take
office when the resignation becomes effective.

         No  reduction  of the  authorized  number of  directors  shall have the
effect of removing any director prior to the  expiration of the director's  term
of office.

         Section 3.5  Time and Place of Meetings.

         The Board of Directors shall hold a regular meeting  immediately  after
the meeting of  shareholders  at which it is elected and at the place where such
meeting  is held,  or at such  other  place  as  shall be fixed by the  Board of
Directors,  for  the  purpose  of  organization,  election  of  officers  of the
corporation  and the  transaction of other  business.  Notice of such meeting is
hereby dispensed with. Other regular meetings of the Board of Directors shall be
held  without  notice  at such  times  and  places  as are fixed by the Board of
Directors.  Special  meetings of the Board of Directors  may be held at any time
whenever  called by the  Chairman  of the  Board  (if  there be such an  officer
appointed),  the  President,  any  Vice-President,  the  Secretary  or  any  two
directors.

         Except as hereinabove provided in this Section 3.5, all meetings of the
Board of  Directors  may be held at any  place  within or  without  the State of
Nevada that has been  designated  by resolution of the Board of Directors as the
place  for the  holding  of  regular  meetings,  or by  written  consent  of all
directors.  In the  absence  of  such  designation,  meetings  of the  Board  of
Directors shall be held at the principal  executive  office of the  corporation.
Special  meetings  of the  Board of  Director  may be held  either at a place so
designated or at the principal executive office of the corporation.

         Section 3.6  Notice of Special Meetings.

         Notice of the time and place of  special  meetings  shall be  delivered
personally  to each  director or  communicated  to each  director by  telephone,
telegraph,   facsimile,  electronic  mail  message  or  mail,  charges  prepaid,
addressed  to the  director  at the  director's  address as it is shown upon the
records of the  corporation  or, if it is not so shown on such records or is not
readily  ascertainable,  at the place at which the meetings of the directors are
regularly  held.  In case such notice is mailed,  it shall be  deposited  in the
United  States  mail at least four (4) days prior to the time of the  holding of
the  meeting.  In case such  notice is  delivered  personally  or by  telephone,
telegraph,  facsimile or electronic mail message, as above provided, it shall be
so delivered at least forty-eight (48) hours prior to the time of the holding of
the meeting.  Any such transmission of notice, as above provided,  shall be due,
legal and personal notice to such director.  As used herein, notice by telephone
shall  be  deemed  to  include  a voice  messaging  system  or other  system  or
technology  designed to record and  communicate  messages,  or wireless,  to the
recipient, including the recipient's designated voice mailbox or address on such
a system.


                                       10


<PAGE>


         Notice  of a  meeting  need not be given to any  director  who  signs a
waiver of notice or a consent  to holding  the  meeting  or an  approval  of the
minutes thereof, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement,  the lack of notice to
such director. All such waivers,  consents and approvals shall be filed with the
corporate records or made a part of the minutes of the meetings.

         Section 3.7       Action at a Meeting: Quorum and Required Vote.

         (a) Presence of a majority of the  authorized  number of directors at a
meeting of the Board of Directors  constitutes a quorum for the  transaction  of
business, except as hereinafter provided.

         (b)  Members of the Board of  Directors  may  participate  in a meeting
through use of conference  telephone,  electronic video screen  communication or
other  communications  equipment.  Participation  in a  meeting  through  use of
conference  telephone  pursuant to this subsection (b)  constitutes  presence in
person at such meeting as long as all members  participating  in the meeting are
able to hear one another.  Participation  in a meeting through use of electronic
video  screen  communication  or  other  communications  equipment  (other  than
conference  telephone)  pursuant to this subsection (b) constitutes  presence in
person at such  meeting,  if (1) each  member  participating  in the meeting can
communicate  with all of the  other  members  concurrently,  (2) each  member is
provided the means of participating in all matters before the board,  including,
without limitation,  the capacity to propose, or to interpose an objection, to a
specific action to be taken by the corporation,  and (3) the corporation  adopts
and implements  some means of verifying that (a) a person  participating  in the
meeting is a director or other person  entitled to  participate  in the meeting,
and (b) all  actions  of, or votes  by,  the Board are taken or cast only by the
directors and not by persons who are not directors.

         (c) Every act or decision  done or made by a majority of the  directors
present  at a meeting  duly held at which a quorum is  present is the act of the
Board  of  Directors,  unless  a  greater  number,  or  the  same  number  after
disqualifying  one or more  directors  from  voting,  is required by law, by the
Articles of  Incorporation,  or by these Bylaws.  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 such meeting.

         Section 3.8  Action Without a 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 of Directors  shall
individually  or  collectively  consent in writing to such action.  Such written
consent or consents  shall be filed with the minutes of the  proceedings  of the
Board of Directors. Such action by written consent shall have the same force and
effect as a unanimous vote of such directors.


         Section 3.9  Adjourned Meeting and Notice.

         A  majority  of the  directors  present,  whether  or not a  quorum  is
present,  may adjourn any meeting to another  time and place.  If the meeting is
adjourned for more than  twenty-four  (24) hours,  notice of any  adjournment to
another time or place shall be given prior to the time of the adjourned  meeting
to the directors who were not present at the time of the adjournment.

         Section 3.10  Fees and Compensation.


                                       11


<PAGE>


         Directors and members of committees may receive such  compensation,  if
any, for their services, and such reimbursement for expenses, as may be fixed or
determined by resolution  of the Board of  Directors.  Directors  serving on any
Audit Committee shall not receive compensation other than directors' fees

         Section 3.11  Appointment of Audit, Executive and Other Committees.

         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 of
Directors. So long as the corporation has a class of securities registered under
the Securities  Exchange Act of 1934, the Board of Directors shall have an Audit
Committee.  Except as to the Audit  Committee,  a  majority  of which  cannot be
comprised of non-independent directors, the Board of Directors may designate one
or more  directors as alternate  members of any  committee,  who may replace any
absent member at any meeting of the  committee.  The  appointment  of members or
alternate  members  of a  committee  requires  the  vote  of a  majority  of the
authorized  number of directors.  Any such committee,  to the extent provided in
the resolution of the Board of Directors or in these Bylaws,  shall have all the
authority of the Board of Directors, except with respect to:

         (a) The approval of any action for which the Nevada General Corporation
Law also requires shareholders' approval or approval of the outstanding shares.

         (b) The  filing  of  vacancies  on the  Board  of  Directors  or in any
committee.

         (c) The fixing of  compensation  of the  directors  for  serving on the
Board of Directors or on any committee.

         (d) The  amendment  or repeal of these  Bylaws or the  adoption  of new
Bylaws.

         (e) The amendment or repeal of any resolution of the Board of Directors
that by its express terms is not so amendable or repealable.

         (f) A distribution to the shareholders of the corporation,  except at a
rate,  in a periodic  amount or within a price range  determined by the Board of
Directors.

         (g) The  appointment  of other  committees of the Board of Directors or
the members thereof.

         The  Audit  Committee  shall  adopt an  audit  committee  charter  that
addresses the audit committees  purposes,  duties and responsibilities and other
committees,  may but are not required to adopt a committee charter. Further, the
provisions  of Sections 3.5 through 3.9 of these Bylaws apply also to committees
of the Board of Directors and action by such committees,  MUTATIS MUTANDIS (with
the necessary changes having been made in the language thereof).


                                   ARTICLE IV

                                    Officers

         Section 4.1       Officers.

         The officers of the  corporation  shall consist of the  President,  the
Secretary and a Chief Financial Officer,  and each of them shall be appointed by


                                       12


<PAGE>


the Board of Directors.  The  corporation may also have a Chairman of the Board,
Treasurer,  one or more  Vice-Presidents,  a Controller,  one or more  Assistant
Secretaries and Assistant Treasurers and such other officers as may be appointed
by the Board of Directors,  or with authorization from the Board of Directors by
the President. The order of the seniority of the Vice-Presidents shall be in the
order  of  their  nomination,  unless  otherwise  determined  by  the  Board  of
Directors.  Any two or more of such offices may be held by the same person.  The
Board of Directors shall designate one officer as the chief financial officer of
the corporation. In the absence of such designation,  the Treasurer shall be the
chief financial officer. 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 have such  authority and perform such duties as are
provided  in these  Bylaws  or as the Board of  Directors  may from time to time
determine.

         All  officers  of the  corporation  shall  hold  office  from  the date
appointed  to the date of the next  succeeding  regular  meeting of the Board of
Directors  following the meeting of shareholders at which the Board of Directors
is elected, and until their successors are elected;  provided that all officers,
as well as any other employee or agent of the corporation, may be removed at any
time at the  pleasure of the Board of  Directors,  or,  except in the 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,  and upon the  removal,
resignation,  death or incapacity of any officer,  the Board of Directors or the
President,  in cases where he or she has been  vested by the Board of  Directors
with power to appoint,  may declare  such office  vacant and fill such  vacancy.
Nothing in these Bylaws  shall be construed as creating any kind of  contractual
right to employment with the corporation.

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

         The salary and other  compensation  of the officers shall be fixed from
time to time by  resolution  of or in the  manner  determined  by the  Board  of
Directors.

         Section 4.2       The Chairman of the Board.

         The  Chairman  of the  Board (if  there be such an  officer  appointed)
shall, when present, preside at all meetings of the Board of Directors and shall
perform all the duties  commonly  incident to that  office.  The Chairman of the
Board  shall have  authority  to execute in the name of the  corporation  bonds,
contracts,  deeds,  leases and other written  instruments  to be executed by the
corporation  (except  where by law the  signature of the President is required),
and shall  perform such other duties as the Board of Directors  may from time to
time determine.


         Section 4.3       The President.

         Subject  to such  supervisory  powers,  if any,  as may be given by the
Board of  Directors  to the Chairman of the Board,  the  President  shall be the
chief  executive  officer of the  corporation  and shall  perform all the duties
commonly incident to that office.  The President shall have authority to execute
in the name of the corporation bonds, contracts, deeds, leases and other written
instruments to be executed by the  corporation.  The President  shall preside at
all  meetings of the  shareholders  and,  in the absence of the  Chairman of the
Board or if there is none, at all meetings of the Board of Directors,  and shall
perform


                                       13


<PAGE>


such other duties as the Board of Directors may from time to time determine.

         Section 4.4       Vice-Presidents.

         The Vice-Presidents (if there be such officers appointed), in the order
of their seniority (unless otherwise established by the Board of Directors), may
assume and perform the duties of the  President in the absence or  disability of
the President or whenever the offices of the Chairman of the Board and President
are vacant.  The  Vice-Presidents  shall have such  titles,  perform  such other
duties and have such other powers as the Board of  Directors,  the  President or
these Bylaws may designate from time to time.

         Section 4.5       The Secretary.

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

         The  Secretary  shall  keep,  or  cause to be  kept,  at the  principal
executive office or at the office of the  corporation's  transfer agent, a share
register or a duplicate share register in a form capable of being converted into
written form,  showing the names of the 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  shall  give,  or cause to be  given,  notice of all the
meetings  of the  shareholders  and of the  Board of  Directors  and  committees
thereof  required  by these  Bylaws or by law to be given,  and shall  have such
other powers and perform such other duties as may be  prescribed by the Board of
Directors or by these Bylaws.

         The President may direct any Assistant  Secretary to assume and perform
the duties of the Secretary in the absence or disability of the  Secretary,  and
each  Assistant  Secretary  shall  perform such other duties and have such other
powers as the Board of Directors or the  President  may  designate  from time to
time.

         Section 4.6       The Treasurer.

         The  Treasurer  shall  keep  and  maintain,  or  cause  to be kept  and
maintained,  adequate  and  correct  accounts  of the  properties  and  business
transactions  of the  corporation.  The books of account shall at all reasonable
times be open to inspection by any director.

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

         The President may direct any Assistant  Treasurer to assume and perform
the duties of the Treasurer in the absence or disability of the  Treasurer,  and
each


                                       14


<PAGE>


Assistant  Treasurer  shall perform such other duties and have such other powers
as the Board of Directors or the President may designate from time to time.

         Section 4.7       The Controller.

         The  Controller  (if  there  be such an  officer  appointed)  shall  be
responsible  for the  establishment  and  maintenance  of  accounting  and other
systems  required to control and account for the assets of the  corporation  and
provide safeguards therefor,  and to collect information required for management
purposes,  and shall perform such other duties and have such other powers as the
Board of Directors or the President may designate from time to time.

         The President may direct any Assistant Controller to assume and perform
the duties of the  Controller,  in the absence or disability of the  Controller,
and each  Assistant  Controller  shall  perform  such other duties and have such
other powers as the Board of  Directors,  the Chairman of the Board (if there be
such an officer appointed) or the President may designate from time to time.





                                    ARTICLE V

                       Execution of Corporate Instruments,
                        Ratification and Voting of Stocks
                            Owned by the Corporation

         Section 5.1  Execution of Corporate Instruments.

         In its discretion,  the Board of Directors may determine the method and
designate  the  signatory  officer or  officers or other  person or persons,  to
execute any  corporate  instrument or document,  or to sign the  corporate  name
without  limitation,  except where otherwise provided by law, and such execution
or signature shall be binding upon the corporation.

         All checks and drafts drawn on banks or other  depositories on funds to
the credit of the corporation, or in special accounts of the corporation,  shall
be signed by such person or persons as the Board of Directors shall authorize to
do so.

         The Board of Directors shall  designate an officer who  personally,  or
through his representative,  shall vote shares of other corporations standing in
the name of this  corporation.  The  authority to vote shares shall  include the
authority  to execute a proxy in the name of the  corporation  for  purposes  of
voting the shares.

         Section 5.2  Ratification by Shareholders.

         In its  discretion,  the Board of Directors  may submit any contract or
act for approval or  ratification  of the  shareholders at any annual meeting of
shareholders, or at any special meeting of shareholders called for that purpose;
and any  contract  or act that shall be approved or ratified by the holders of a
majority of the voting  power of the  corporation  shall be as valid and binding
upon the  corporation  and upon the  shareholders  thereof as though approved or
ratified by each and every shareholder of the corporation, unless a greater vote
is required by law for such purpose.


                                       15


<PAGE>


         Section 5.3       Voting of Stocks Owned by the Corporation.

         All stock of other  corporations  owned or held by the  corporation for
itself,  or for other parties in any capacity,  shall be voted,  and all proxies
with respect  thereto  shall be executed,  by the person  authorized to do so by
resolution of the Board of Directors,  or in the absence of such  authorization,
by the  Chairman  of the  Board  (if there be such an  officer  appointed),  the
President or any  Vice-President,  or by any other person authorized to do so by
the Chairman of the Board, the President or any Vice President.



                                   ARTICLE VI

                            Annual and Other Reports

         Section 6.1       Reports to Shareholders.

         The Board of Directors of the corporation  shall cause an annual report
to be sent to the  shareholders  not later  than 120 days after the close of the
fiscal year,  and at least fifteen (15) days (or, if sent by  third-class  mail,
thirty-five  (35) days) prior to the annual meeting of  shareholders  to be held
during the next fiscal year. This report shall contain a balance sheet as of the
end of that  fiscal year and an income  statement  and  statement  of changes in
financial  position for that fiscal year,  accompanied  by any report thereon of
independent  accountants  or, if there is no such report,  the certificate of an
authorized  officer of the corporation that the statements were prepared without
audit from the books and  records of the  corporation.  This  report  shall also
contain such other matters as required by the Nevada  General  Corporation  Law,
unless the corporation is subject to the reporting requirements of Section 13 of
the Securities Exchange Act of 1934, and is not exempted therefrom under Section
12(g)(2) thereof. As long as the corporation has less than 100 holders of record
of its shares  (determined as provided in the Nevada General  Corporation  Law),
the foregoing requirement of an annual report is hereby waived.

         So long as an  outstanding  class of securities of the  corporation  is
registered  under  Section  12 of the  Securities  Exchange  Act of 1934 and the
outstanding  shares of the corporation are held of record by 100 or more persons
of  record,  the  report  shall be  accompanied  by a report  of an  independent
accountant,  prepared  with  an  audit,  by  auditors  subject  to  peer  review
consistent with the American Institute of Certified Public  Accountants  (AICPA)
procedures.

         If no  annual  report  for  the  last  fiscal  year  has  been  sent to
shareholders, the corporation shall, upon the written request of any shareholder
made more than 120 days after the close of such fiscal year,  deliver or mail to
the person making the request  within thirty (30) days  thereafter the financial
statements  for such year as required by the Nevada General  Corporation  Law. A
shareholder  or  shareholders   holding  at  least  five  percent  (5%)  of  the
outstanding shares of any class of the corporation may make 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 current fiscal year ended more than thirty
(30)  days  prior  to the  date  of  the  request  and a  balance  sheet  of the
corporation  as of the end of such period and, in addition,  if no annual report
for the last fiscal year has been sent to  shareholders,  the annual  report for
the last fiscal year, unless such report has been waived under these Bylaws. The
statements  shall be delivered or mailed to the person making the request within
thirty (30) days thereafter. A copy of any such statements shall be kept on file
in the principal executive office of the corporation for twelve (12) months, and
they shall be exhibited at all reasonable times to any shareholder  demanding an
examination of the


                                       16


<PAGE>


statements, or a copy shall be mailed to the shareholder.

         The Form 10K or 10KSB filed with the Securities and Exchange Act can be
used as the annual report; provided, however, that the certification required by
Section 302 of the Sarbaness-Oxley Act are contained therein.

         The quarterly income  statements and balance sheets referred to in this
Section shall be accompanied by the report  thereon,  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.

         The Form 10Q or 10SSB filed with the Securities and Exchange Act can be
used as the quarterly report; provided, however, that the certification required
by Section 302 of the Sarbaness-Oxley Act are contained therein.

         Section 6.2       Report of Shareholder Vote.

         For a period of sixty (60) days  following the conclusion of an annual,
regular or special meeting of shareholders,  the corporation shall, upon written
request from a shareholder,  forthwith  inform the  shareholder of the result of
any particular vote of shareholders  taken at the meeting,  including the number
of shares  voting  for,  the number of shares  voting  against and the number of
shares  abstaining  or  withheld  from  voting.  If the matter  voted on was the
election of  directors,  the  corporation  shall report the number of shares (or
votes if voted  cumulatively)  cast for each nominee for director.  If more than
one class or series of shares  voted,  the report  shall  state the  appropriate
numbers by class and series of shares.

         Section 6.3       Reports to the Secretary of State.

         (a)  Every  year,  during  the  calendar  month in which  the  original
articles of  incorporation  were filed with the Nevada  Secretary  of State,  or
during  the  preceding  five  calendar  months,  the  corporation  shall  file a
statement with the Secretary of State on the prescribed form,  setting forth the
required information  designated thereon, to include, if required, the names and
complete business and residence addresses of all incumbent directors;  the names
and complete business or resident addresses of the chief executive officer,  the
secretary  and  the  chief  financial   officer;   the  street  address  of  the
corporation's  principal  executive office or principal  business office in this
state;  and a  designation  of the agent of the  corporation  for the purpose of
service of process, all in compliance with Nevada Revised Statutes.

         (b) Notwithstanding the provisions of paragraph (a) of this section, if
there has been no change in the information  contained in the corporation's last
annual  statement on file in the Secretary of State's  office,  the  corporation
may, in lieu of filing the annual  statement  described in paragraph (a) of this
section,  advise the Secretary of State, on the appropriate form, if such a form
exists,  that no changes in the required  information  have occurred  during the
applicable period.


                                   ARTICLE VII

                                 Shares of Stock

         Every holder of shares in the  corporation  shall be entitled to have a
certificate  signed  in the  name of the  corporation  by the  Chairman  or Vice
Chairman of the Board (if there be such officers  appointed) or the President or
a Vice-President  and by the chief financial officer or any Assistant  Treasurer
or


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<PAGE>


the Secretary or any Assistant  Secretary,  certifying  the number of shares and
the class or series of shares owned by the shareholder. Any of the signatures on
the  certificate  may be a  facsimile.  In case any officer,  transfer  agent or
registrar  who has signed or whose  facsimile  signature  has been placed upon a
certificate  has ceased to be such officer,  transfer agent or registrar  before
such  certificate is issued,  it may be issued by the corporation  with the same
effect as if such person were an officer,  transfer  agent or  registrar  at the
date of issue.

         Any  such  certificate   shall  also  contain  such  legends  or  other
statements as may be required by federal or other state securities laws, and any
agreement between the corporation and the issuee of the certificate.

         Certificates for shares may be issued prior to full payment, under such
restrictions and for such purposes as the Board of Directors or these Bylaws may
provide;  provided,  however,  that the certificate issued to represent any such
partly paid  shares  shall  state on the face  thereof  the total  amount of the
consideration to be paid therefor,  the amount remaining unpaid and the terms of
payment.

         No new  certificate  for  shares  shall  be  issued  in  lieu of an old
certificate  unless the latter is  surrendered  and  canceled  at the same time;
provided,  however,  that a new certificate will be issued without the surrender
and  cancellation  of the old  certificate  if (1) the old  certificate is lost,
apparently  destroyed or wrongfully  taken;  (2) the request for the issuance of
the new  certificate is made within a reasonable time after the owner of the old
certificate  has notice of its loss,  destruction or theft;  (3) the request for
the issuance of a new  certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate  files a sufficient  indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirement imposed by the corporation. In the event of the
issuance of a new  certificate,  the rights and liabilities of the  corporation,
and of the  holders of the old and new  certificates,  shall be  governed by the
provisions of the Uniform Commercial Code as enacted or as applicable in Nevada.

                                  ARTICLE VIII

                         Inspection of Corporate Records

         Section 8.1       General Records.

         The accounting  books and records and the minutes of proceedings of the
shareholders,  the Board of Directors and committees  thereof of the corporation
and any  subsidiary  of the  corporation  shall be open to  inspection  upon the
written demand on the corporation of any shareholder or holder of a voting trust
certificate at any reasonable  time during usual business  hours,  for a purpose
reasonably  related to such holder's interests as a shareholder or as the holder
of such voting trust certificate.  Such inspection by a shareholder or holder of
a voting trust  certificate  may be made in person or by agent or attorney,  and
the right of inspection includes the right to copy and make extracts. Minutes of
proceedings of the shareholders,  Board, and committees thereof shall be kept in
written form. Other books and records shall be kept either in written form or in
any other form capable of being converted into written form.

         A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the  outstanding  voting shares of the  corporation  or who hold at
least one percent (1%) of such voting  shares and have filed a Schedule 14A with
the United States Securities and Exchange Commission relating to the election of
directors of the corporation shall have (in person, or by agent or attorney) the


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<PAGE>


right to inspect and copy the record of  shareholders'  names and  addresses and
shareholdings  during usual  business  hours upon five (5) business  days' prior
written demand upon the corporation or to obtain from the transfer agent for the
corporation,  upon written  demand and upon the tender of its 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 it has been  compiled or as of a date  specified by
the  shareholder  subsequent  to the  date of  demand.  The  list  shall be made
available on or before the later of five (5)  business  days after the demand is
received or the date specified therein as the date as of which the list is to be
compiled.


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


         Section 8.2  Inspection of Articles of Incorporation and Bylaws.

         The corporation shall keep at its principal executive office in Nevada,
or if its  principal  executive  office is not in Nevada,  then at its principal
business office in Nevada or with its Resident Agent,  the original or a copy of
the Articles of Incorporation as amended to date, and these Bylaws as amended to
date,  which shall be open to inspection by the  shareholders  at all reasonable
times during office hours.

                                   ARTICLE IX

          Indemnification of Officers, Directors, Employees and Agents

         Section 9.1       Right to Indemnification.

         Each person who was or is a party or is  threatened  to be made a party
to or is involved (as a party, witness or otherwise), in any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereafter a "Proceeding"), by reason of the fact that he, or a
person of whom he is the legal  representative,  is or was a director,  officer,
employee or agent of the  corporation or is or was serving at the request of the
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
that was a predecessor  corporation of the corporation or of another  enterprise
at the request of such predecessor  corporation,  including service with respect
to employee benefit plans, whether the basis of the Proceeding is alleged action
in an  official  capacity as a  director,  officer,  employee or agent or in any
other  capacity  while  serving  as  a  director,  officer,  employee  or  agent
(hereafter  an  "Agent"),   shall  be  indemnified  and  held  harmless  by  the
corporation to the fullest extent authorized by statutory and decisional law, as
the same exists or may hereafter be  interpreted or amended (but, in the case of
any such amendment or interpretation,  only to the extent that such amendment or
interpretation permits the corporation to provide broader indemnification rights
than were  permitted  prior  thereto)  against all expenses,  liability and loss
(including attorneys' fees, judgments,  fines, ERISA excise taxes and penalties,
amounts paid or to be paid in settlement,  any interest,  assessments,  or other
charges imposed thereon and any federal,  state,  local or foreign taxes imposed
on any Agent as a result of the actual or deemed  receipt of any payments  under
this  Article)  [reasonably]  incurred or suffered by such person in  connection
with


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<PAGE>


investigating,  defending, being a witness in, or participating in (including on
appeal),  or preparing for any of the foregoing  in, any  Proceeding  (hereafter
"Expenses");   PROVIDED,   HOWEVER,   that  except  as  to  actions  to  enforce
indemnification  rights pursuant to Section 9.3 of these Bylaws, the corporation
shall  indemnify  any  Agent  seeking   indemnification  in  connection  with  a
Proceeding (or part thereof) initiated by such person only if the Proceeding (or
part thereof) was authorized by the Board of Directors of the  corporation.  The
right to indemnification conferred in this Article shall be a contract right. It
is the  corporation's  intention  that these Bylaws provide  indemnification  in
excess of that expressly permitted by the Nevada Revised Statutes, as authorized
by the corporation's Articles of Incorporation or by statute.

         Section 9.2  Authority to Advance Expenses.

         Expenses  incurred by an officer or director (acting in his capacity as
such) in defending a Proceeding  shall be paid by the  corporation in advance of
the final disposition of such Proceeding, PROVIDED, HOWEVER, that if required by
the Nevada General Corporation Law, as amended,  such Expenses shall be advanced
only upon delivery to the  corporation of an undertaking by or on behalf of such
director or officer to repay such amount if it shall  ultimately  be  determined
that he is not entitled to be  indemnified  by the  corporation as authorized in
this Article or otherwise.  Expenses incurred by other Agents of the corporation
(or by the directors or officers not acting in their capacity as such, including
service with respect to employee  benefit plans) not acting in their capacity as
such,  including service with respect to employee benefit plans) may be advanced
upon the receipt of a similar  undertaking,  if  required by law,  and upon such
other terms and  conditions  as the Board of Directors  deems  appropriate.  Any
obligation to reimburse the corporation for Expense advances shall be unsecured,
and no interest shall be charged thereon.

         Section 9.3       Right of Claimant to Bring Suit.

         If a claim under Section 9.1 or 9.2 of these Bylaws is not paid in full
by the  corporation  within  thirty  (30) days  after a  written  claim has been
received by the corporation,  the claimant may at any time thereafter bring suit
against  the  corporation  to  recover  the unpaid  amount of the claim and,  if
successful in whole or in part,  the claimant  shall be entitled to be paid also
the expense (including attorneys' fees) of prosecuting such claim. It shall be a
defense to any such action (other than an action  brought to enforce a claim for
expenses  incurred in defending a Proceeding in advance of its final disposition
where the required  undertaking has been tendered to the  corporation)  that the
claimant has not met the standards of conduct that make it permissible under the
Nevada General Corporation Law for the corporation to indemnify the claimant for
the  amount  claimed.  The  burden of  proving  such a  defense  shall be on the
corporation.  Neither the  failure of the  corporation  (including  its Board of
Directors,  independent  legal  counsel  or its  stockholders)  to  have  made a
determination  prior to the commencement of such action that  indemnification of
the claimant is proper under the circumstances because he has met the applicable
standard  of conduct set forth in the Nevada  General  Corporation  Law,  nor an
actual  determination  by the  corporation  (including  its Board of  Directors,
independent  legal  counsel or its  stockholders)  that the claimant had not met
such applicable standard of conduct,  shall be a defense to the action or create
a presumption that claimant has not met the applicable standard of conduct.

         Section 9.4       Provisions Nonexclusive.

         The  rights  conferred  on any  person  by this  Article  shall  not be
exclusive  of any other  rights that such person may have or  hereafter  acquire
under any statute,  provision of the Articles of Incorporation,  agreement, vote
of stockholders or disinterested  directors, or otherwise,  both as to action in
an


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<PAGE>


official  capacity  and as to action in  another  capacity  while  holding  such
office.  To the extent that any provision of the Articles,  agreement or vote of
the stockholders or disinterested  directors is inconsistent  with these Bylaws,
the provision, agreement or vote shall take precedence

         Section 9.5  Authority to Insure.

         The corporation  may purchase and maintain  insurance to protect itself
and any Agent against any Expense  asserted  against or incurred by such person,
whether  or not the  corporation  would  have the power to  indemnify  the Agent
against such Expense  under  applicable  law or the  provisions of this Article,
provided  that,  in cases  where the  corporation  owns all or a portion  of the
shares of the  company  issuing the  insurance  policy,  the company  and/or the
policy must meet any of the conditions set forth in the Nevada Revised Statutes,
as amended.

         Section 9.6  Survival of Rights.

         The rights  provided by this Article shall  continue as to a person who
has  ceased  to be an  Agent  and  shall  inure  to the  benefit  of the  heirs,
executors, and administrators of such person.

         Section 9.7  Settlement of Claims.

         The  corporation  shall not be liable to indemnify any Agent under this
Article (a) for any amounts paid in settlement  of any action or claim  effected
without  the  corporation's   written  consent,   which  consent  shall  not  be
unreasonably withheld; or (b) for any judicial award, if the corporation was not
given a reasonable and timely opportunity, at its expense, to participate in the
defense of such action.

         Section 9.8  Effect of Amendment.

         Any  amendment,  repeal,  or  modification  of this  Article  shall not
adversely  affect any right or protection  of any Agent  existing at the time of
such amendment, repeal or modification.

         Section 9.9  Subrogation.

         In the event of payment under this Article,  the  corporation  shall be
subrogated to the extent of such payment to all of the rights of recovery of the
Agent, who shall execute all papers required and shall do everything that may be
necessary  to secure such rights,  including  the  execution  of such  documents
necessary to enable the  corporation  effectively  to bring suit to enforce such
rights.

         Section 9.10  No Duplication of Payments.

         The  corporation  shall not be liable  under  this  Article to make any
payment in  connection  with any claim made  against the Agent to the extent the
Agent has otherwise  actually  received  payment  (under any  insurance  policy,
agreement, vote or otherwise) of the amounts otherwise indemnifiable hereunder.


                                    ARTICLE X

                                   Amendments

         Section 10.1  Power of Shareholders.

         New Bylaws may be adopted or these Bylaws may be amended or repealed by
the


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<PAGE>


         affirmative  vote of a majority of the  outstanding  shares entitled to
vote,  or by the written  assent of  shareholders  entitled to vote such shares,
except as otherwise  provided by law or by the Articles of  Incorporation  or by
these Bylaws.

         Section 10.2  Power of Directors.

         Subject to the right of  shareholders  as provided  in Section  10.1 of
this Article X to adopt, amend or repeal these Bylaws,  these Bylaws (other than
a bylaw or amendment  thereof  providing  for the approval by the Board,  acting
alone,  of a loan or  guarantee  to any  officer  or an  employee  benefit  plan
providing  for the same) may be  adopted,  amended or  repealed  by the Board of
Directors;  provided,  however, that the Board of Directors may adopt a bylaw or
amendment  thereof  changing the  authorized  number of  directors  only for the
purpose of fixing the exact number of directors  within the limits  specified in
the Articles of Incorporation or in Section 3.2 of these Bylaws.

                                   ARTICLE XI
                                   Definitions

         Unless the context otherwise requires, the general provisions, rules of
construction and definitions  contained in the Nevada Corporation Law as amended
from  time to time  shall  govern  the  construction  of these  Bylaws.  Without
limiting the  generality of the  foregoing,  the masculine  gender  includes the
feminine  and neuter,  the  singular  number  includes the plural and the plural
number  includes the singular and the term "person"  includes a  corporation  as
well as a natural person.


                                   ARTICLE XII
                                 Corporate Seal

         The corporate  seal shall consist of a circular die bearing the name of
the  corporation,  the  state in which it was  incorporated  and the date of its
incorporation.  If and when authorized by the Board of Directors, a duplicate of
the  corporate  seal may be kept and used by such officer or person as the Board
of Directors may designate.


                            CERTIFICATE OF SECRETARY

         The undersigned, Raymond Robert Acha of Investment Agents, Inc., a
Nevada  corporation,  hereby  certifies  that the foregoing is a full,  true and
correct copy of the Bylaws of the  corporation  with all  amendments  to date of
this Certificate.

         WITNESS  the  signature  of  the   undersigned  and  the  seal  of  the
Corporation this 1st day of October, 2002.



         /s/ RAYMOND ROBERT ACHA
         _________________________
         Raymond Robert Acha
         Secretary



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