CHARGER VENTURES INC.


                             BYLAWS




                  Adopted as of July 24,1998













                      CHARGER VENTURES INC.


                             BYLAWS

                        TABLE OF CONTENTS



  Section                                                 Page

                             ARTICLE I

                              Offices

1.1          Registered Office                             1
1.2          Principal Office                              1


                            ARTICLE II

                           Stockholders

2.1          Annual Meeting                                1
2.2          Special Meetings                              1
2.3          Place of Meeting                              2
2.4          Notice of Meeting                             2
2.5          Adjournment                                   2
2.6          Organization                                  2
2.7          Closing of Transfer Books or Fixing of        3
             Record
2.8          Quorum                                        3
2.9          Proxies                                       3
2.10         Voting of Shares                              3
2.11         Action Taken Without a Meeting                4
2.12         Meetings by Telephone                         4











  Section                                                    Page


                             ARTICLE III

                              Directors

3.1          Board of Directors; Number;                      4
             Qualifications; Election
3.2          Powers of the Board of Directors:                4
             Generally
3.3          Committees of the Board of Directors             5
3.4          Resignation                                      5
3.5          Removal                                          5
3.6          Vacancies                                        5
3.7          Regular Meetings                                 6
3.8          Special Meetings                                 6
3.9          Notice                                           6
3.10         Quorum                                           6
3.11         Manner of Acting                                 6
3.12         Compensation                                     6
3.13         Action Taken Without a Meeting                   7
3.14         Meetings by Telephone                            7





                             ARTICLE IV

                         Officers and Agents

4.1          Officers of the Corporation                          7
4.2          Election and Term of Office                          7
4.3          Removal                                              7
4.4          Vacancies                                            7
4.5          President                                            8
4.6          Vice Presidents                                      8
4.7          Secretary                                            8
4.8          Treasurer                                            9
4.9          Salaries                                             9
4.10         Bonds



                              -II-
Section
                                                      Page

                           ARTICLE V

                             Stock
5.1       Certificates                                10
5.2       Record                                      11
5.3       Consideration for Shares                    11
5.4       Cancellation of Certificates                11
5.5       Lost Certificates                           11
5.6       Transfer of Shares                          11
5.7       Transfer Agents, Registrars, and Paying     12
          Agents


                          ARTICLE VI

           Indemnification of Officers and Directors
6.1       Indemnification; Advancement of Expenses    12
6.2       Insurance and Other Financial Arrangements
          Against
          Liability of Directors, Officers,
          Employees, and
          Agents                                      12


                          ARTICLE VII

              Acquisition of Controlling Interest

7.1       Acquisition of Controlling Interest         13


                         ARTICLE VIII

            Execution of Instruments; Loans, Checks
                              and
                Endorsements; Deposits; Proxies

8.1       Execution of Instruments                    13
8.2       Loans                                       13
8.3       Checks and Endorsements                     13
8.4       Deposits                                    13
8.5       Proxies                                     14
8.6       Contracts                                   14


                              -iii-
Section                                                  Page

                           ARTICLE IX

                         Miscellaneous

9.1          Waivers of Notice                            14
9.2          Corporate Seal                               14
9.3          Fiscal Year                                  14
9.4          Amendment of Bylaws                          15
9.5          Uniformity of Interpretation and             15
             Severability
9.6          Emergency Bylaws


             Secretary's Certification                    16









                              -iv-



                             BYLAWS


                               OF

                      CHARGER VENTURES INC.


                            ARTICLE I

                             Offices

     1.1   Registered  Office.  The  registered  office  of   the
Corporation  required by the General Corporation Law  of  Nevada,
Nevada  Revised  Statutes,  1957  ("NRS"),  Chapter  78,  to   be
maintained in Nevada may be, but need not be, identical with  the
principal  office if in Nevada, and the address of the registered
office  may  be  changed  from time  to  time  by  the  Board  of
Directors.

     1.2  Principal Office. The Corporation may have  such  other
office or offices either within or outside of the State of Nevada
as  the business of the Corporation may require from time to time
if so designated by the Board of Directors.


                           ARTICLE II

                          Stockholders

     2.1  Annual  Meeting.  Unless otherwise  designated  by  the
Board of Directors, the annual meeting shall be held on the  date
and  at  the  time  and  place fixed by the Board  of  Directors;
provided, however, that the first annual meeting shall be held on
a  date  that  is within 18 months after the date  on  which  the
Corporation  first  has stockholders, and each successive  annual
meeting  shall be held on a date that is within 18  months  after
the preceding annual meeting.

     2.2  Special  Meetings. Special meetings of stockholders  of
the  Corporation, for any purpose, may be called by the  Chairman
of  the Board, the president, any vice president, any two members
of  the Board of Directors, or the holders of at least 10% of all
of  the  shares entitled to vote at such meeting. Any  holder  or
holders of not less than 10% of all the outstanding shares of the
Corporation who desire to call a special meeting pursuant to this
Section 2 of Article II shall notify the president that a special
meeting of the stockholders shall be called. Within 30 days after
notice to the president, the president shall set the date,  time,
and  location  of a stockholders' meeting. The date  set  by  the
president shall be not less than 30 nor more than 120 days  after
the  date  of notice to the president. If the president fails  to
set the date, time, and location of special meeting within

                                1
 the 30 day time period described above, the stockholders calling
the meeting shall set the date, time, and location of the special
meeting. At a special meeting no business shall be transacted and
no  corporate action shall be taken other than that stated in the
notice of the meeting.

     2.3  Place  of Meeting. The Board of Directors may designate
any  place, either within or outside the State of Nevada, as  the
place  for  any annual meeting or special meeting called  by  the
Board  of  Directors. If no designation is made, or if a  meeting
shall be called otherwise than by the Board, the place of meeting
shall  be  the  Company's principal offices,  whether  within  or
outside the State of Nevada.

     2.4  Notice of Meeting. Written notice signed by an  officer
designated by the Board of Directors, stating the place, day, and
hour  of  the  meeting and the purpose for which the  meeting  is
called,  shall be delivered personally or mailed postage  prepaid
to each stockholder of record entitled to vote at the meeting not
less than 10 nor more than 60 days before the meeting. If mailed,
such  notice shall be directed to the stockholder at his  address
as  it  appears upon the records of the Corporation,  and  notice
shall  be deemed to have been given upon the mailing of any  such
notice,  and the time of the notice shall begin to run  from  the
date  upon  which  the  notice  is  deposited  in  the  mail  for
transmission to the stockholder. Personal delivery  of  any  such
notice to any officer of a corporation or association, or to  any
member  of  a partnership, constitutes delivery of the notice  to
the  corporation, association or partnership. Any stockholder may
waive  notice of any meeting by a writing signed by him,  or  his
duly authorized attorney, either before or after the meeting.

     2.5  Adjournment. When a meeting is for any reason adjourned
to  another  time  or  place, notice need not  be  given  of  the
adjourned meeting if the time and place thereof are announced  at
the  meeting at which the adjournment is taken. At the  adjourned
meeting,  any  business may be transacted which might  have  been
transacted at the original meeting.

     2.6  Organization. The president or any vice president shall
call  meetings  of stockholders to order and act as  chairman  of
such  meetings. In the absence of said officers, any  stockholder
entitled  to  vote  at that meeting, or any  proxy  of  any  such
stockholder,  may call the meeting to order and a chairman  shall
be  elected by a majority of the stockholders entitled to vote at
that  meeting.  In the absence of the secretary or any  assistant
secretary  of  the  Corporation,  any  person  appointed  by  the
chairman  shall act as secretary of such meeting. An  appropriate
number  of  inspectors  for any meeting of  stockholders  may  be
appointed  by  the  chairman  of  such  meeting.  Inspectors   so
appointed  will open and close the polls, will receive  and  take
charge  of proxies and ballots, and will decide all questions  as
to the qualifications of voters, validity of proxies and ballots,
and the number of votes properly cast.

                                2

     2.7    Closing  of Transfer Books or Fixing of Record  Date.
The  director may prescribe a period not exceeding 60 days before
any meeting of the stockholders during which no transfer of stock
on the books of the Corporation may be made, or may fix a day not
more  than 60 days before the holding of any such meeting as  the
day as of which stockholders entitled to notice of and to vote at
such meetings must be determined. Only stockholders of record  on
that day are entitled to notice or to vote at such meeting.

     2.8  Quorum.  Unless otherwise provided by the  Articles  of
Incorporation,  one-third  of  the  outstanding  shares  of   the
Corporation entitled to vote, represented in person or by  proxy,
shall  constitute a quorum at a meeting of stockholders. If fewer
than  one-third  of the outstanding shares are represented  at  a
meeting, a majority of the shares so represented may adjourn  the
meeting without further notice for a period not to exceed 60 days
at  any  one  adjournment. At such adjourned meeting at  which  a
quorum  shall  be  present or represented, any  business  may  be
transacted  which might have been transacted at  the  meeting  as
originally notified. The stockholders present at a duly organized
meeting  may  continue  to transact business  until  adjournment,
notwithstanding the withdrawal of stockholders so that less  than
a quorum remains.

     If  a  quorum is present, the affirmative vote of a majority
of  the shares represented at the meeting and entitled to vote on
the  subject matter shall be the act of the stockholders,  unless
the vote of a greater number or voting by classes is required  by
law or the Articles of Incorporation.

     2.9  Proxies. At all meetings of stockholders, a stockholder
may  vote  by  proxy, as prescribed by law. Such proxy  shall  be
filed with the secretary of the Corporation before or at the time
of  the meeting. No proxy shall be valid after 6 months from  the
date  of its creation, unless it is coupled with an interest,  or
unless  the  stockholder specifies in it the length of  time  for
which  it is to continue in force, which may not exceed  7  years
from the date of its creation.

     2.10Voting of Shares. Each outstanding share, regardless  of
class,  shall be entitled to one vote, and each fractional  share
shall  be  entitled to a corresponding fractional  vote  on  each
matter  submitted to a vote at a meeting of stockholders,  except
as  may be otherwise provided in the Articles of Incorporation or
in the resolution providing for the issuance of the stock adopted
by  the Board of Directors pursuant to authority expressly vested
in  it by the provisions of the Articles of Incorporation. If the
Articles of Incorporation or any such resolution provide for more
or less than one vote per share for any class or series of shares
on  any matter, every reference in the Articles of Incorporation,
these  Bylaws  and the General Corporation Law  of  Nevada  to  a
majority or other proportion or number of shares shall be  deemed
to refer to a majority or other proportion of the voting power of
all of the shares or those classes or series of shares, as may be
required  by the Articles of Incorporation, or in the  resolution
providing for the issuance of the stock adopted by the  Board  of
Directors pursuant to authority expressly vested in it by the
                                3
Articles  of  Incorporation, or the  General Corporation  Law  of
Nevada.   Cumulative  voting shall not  be  allowed.  Unless  the
General Corporation Law of Nevada, the Articles of Incorporation,
or  these  Bylaws provide for different proportions,  an  act  of
stockholders who hold at least a majority of the voting power and
are  present at a meeting at which a quorum is present is the act
of the stockholders.

     2.11Action   Taken  Without  a  Meeting.  Unless   otherwise
provided  in  the Articles of Incorporation or these Bylaws,  any
action  required  or permitted to be taken at a  meeting  of  the
stockholders may be taken without a meeting if a written  consent
thereto is signed by stockholders holding at least a majority  of
the voting power, except that if a different proportion of voting
power  is  required  for such an action at a meeting,  then  that
proportion of written consents is required. In no instance  where
action  is  authorized  by  written consent  need  a  meeting  of
stockholders be called or notice given. The written consent  must
be filed with the minutes of the proceedings of the stockholders.

     2.12Meetings  by Telephone. Unless other restricted  by  the
Articles  of  Incorporation  or these  Bylaws,  stockholders  may
participate in a meeting of stockholders by means of a  telephone
conference  or  similar  method of  communication  by  which  all
persons  participating  in  the  meeting  can  hear  each  other.
Participation  in a meeting pursuant to this Section  constitutes
presence in person at the meeting.


                           ARTICLE III

                            Directors

     3.1  Board  of Directors; Number; Qualifications;  Election.
The Corporation shall be managed by a Board of Directors, all  of
whom  must be natural persons at least 18 years of age. Directors
need  not be residents of the State of Nevada or stockholders  of
the Corporation. The number of directors of the Corporation shall
be  not  less  than  one nor more than twelve.  Subject  to  such
limitations,  the  number  of  directors  may  be  increased   or
decreased  by  resolution  of  the Board  of  Directors,  but  no
decrease  shall  have the effect of shortening the  term  of  any
incumbent director. Subject to the provisions of Article  Ill  of
the  Corporation's Articles of Incorporation, each director shall
hold  office  until  the next annual meeting of  shareholders  or
until his successor has been elected and qualified.

     3.2  Powers  of  the Board of Directors: Generally.  Subject
only  to  such  limitations as may be  provided  by  the  General
Corporation  Law of Nevada or the Articles of Incorporation,  the
Board  of  Directors shall have full control over the affairs  of
the Corporation.




                                4
                          3.3     Committees  of  the  Board   of
Directors.   The  Board  of  Directors  may,  by  resolution   or
resolutions  passed by a majority of the whole  Board,  designate
one  or more committees, each committee to consist of one or more
directors,  which,  to the extent provided in the  resolution  or
resolutions  or in these Bylaws, shall have and may exercise  the
powers  of  the  Board  of Directors in  the  management  of  the
business  and affairs of the Corporation, and may have  power  to
authorize the seal of the Corporation to be affixed to all papers
on  which  the  Corporation desires to  place  on  a  seal.  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.  Unless  the Articles of  Incorporation  or  these
Bylaws  provide  otherwise, the Board of  Directors  may  appoint
natural persons who are not directors to serve on committees.

     3.4  Resignation. Any director of the Corporation may resign
at  any  time by giving written notice of his resignation to  the
Board  of  Directors, the president, any vice president,  or  the
secretary of the Corporation. Such resignation shall take  effect
at  the  date  of  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.  When  one  or more directors shall  resign  from  the
Board,  effective at a future date, a majority of  the  directors
then in office.

     3.5  Removal.  Except as otherwise provided in the  Articles
of  Incorporation, any director may be removed,  either  with  or
without  cause,  at  any  time by the vote  of  the  stockholders
representing not less than two-thirds of the voting power of  the
issued and outstanding stock entitled to voting power.

     3.6  Vacancies. All vacancies, including those caused by  an
increase  in the number of directors, may be filled by a majority
of  the remaining directors, though less than a quorum, unless it
is  otherwise  provided  in  the  Articles  of  Incorporation.  A
director  elected  to fill a vacancy shall  be  elected  for  the
unexpired  term of his predecessor in office. A director  elected
to  fill  a  vacancy  caused  by an increase  in  the  number  of
directors  shall  hold office until the next  annual  meeting  of
stockholders  and until his successor has been  elected  and  has
qualified.

     3.7  Regular  Meetings. A regular meeting of  the  Board  of
Directors  shall  be held without other notice  than  this  Bylaw
immediately after and at the same place as the annual meeting  of
stockholders.  The Board of Directors may provide  by  resolution
the time and place, either within or outside the State of Nevada,
for  the  holding  of additional regular meetings  without  other
notice than such resolution.




                                5
            3.8      Special Meetings.   Special meetings of the
Board of Directors may be called
by  or  at  the  request of the president or a one-third  of  the
directors  then  in office. The person or persons  authorized  to
call  special  meetings  of the Board of Directors  may  fix  any
place,  either within or outside Nevada, as the place for holding
any special meeting of the Board of Directors called by them.

     3.9 Notice. Notice of any special meeting shall be given  at
least  two  days  previously thereto by written notice  delivered
personally  or  mailed to each director at his business  address.
Any  director  may  waive  notice of any  meeting.  A  director's
presence at a meeting shall constitute a waiver of notice of such
meeting  if the director's oral consent is entered on the minutes
or  by  taking part in the deliberations at such meeting  without
objecting.  Neither  the business to be transacted  at,  nor  the
purpose  of,  any  regular or special meeting  of  the  Board  of
Directors need be specified in the notice or waiver of notice  of
such meeting.

     3.10Quorum.  A  majority of the number of directors  elected
and  qualified  at  the time of the meeting  shall  constitute  a
quorum for the transaction of business at any such meeting of the
Board of Directors, but if less than such majority is present  at
a  meeting,  a majority of the directors present may adjourn  the
meeting from time to time without further notice.

     3.11Manner   of  Acting.  If  a  quorum  is   present,   the
affirmative  vote of a majority of the directors present  at  the
meeting  and entitled to vote on that particular matter shall  be
the  act  of  the Board, unless the vote of a greater  number  is
required by law or the Articles of Incorporation.

     3.12Compensation. By resolution of the Board  of  Directors,
any  director  may be paid any one or more of the following:  his
expenses,  if  any, of attendance at meetings; a  fixed  sum  for
attendance  at such meeting; or a stated salary as  director.  No
such  payment  shall  preclude  any  director  from  serving  the
Corporation  in  any  other capacity and  receiving  compensation
therefor.

     3.13Action   Taken  Without  a  Meeting.  Unless   otherwise
provided  in  the Articles of Incorporation or these Bylaws,  any
action  required  or permitted to be taken at a  meeting  of  the
Board of Directors or a committee thereof may be taken without  a
meeting if, before or after the action, a written consent thereto
is  signed  by all the members of the Board or of the  committee.
The  written  consent  must be filed  with  the  minutes  of  the
proceedings of the Board or committee.





                                6



      3.14 Meetings by Telephone.  Unless other restricted by the
Articles  of Incorporation or these Bylaws, members of the  Board
of  Directors  or of any committee designated by the  Board,  may
participate in a meeting of the Board or committee by means of  a
telephone conference or similar method of communication by  which
all  persons  participating in the meeting can hear  each  other.
Participation  in a meeting pursuant to this Section  constitutes
presence in person at the meeting.


                           ARTICLE IV

                       Officers and Agents

     4.1  Officers of the Corporation. The Corporation shall have
a  president, a secretary, and a treasurer, each of whom shall be
elected  by  the Board of Directors. The Board of  Directors  may
appoint  one  or  more vice presidents and such  other  officers,
assistant officers, committees, and agents, including a  chairman
of the board, assistant secretaries, and assistant treasurers, as
they  may consider necessary, who shall be chosen in such  manner
and hold their offices for such terms and have such authority and
duties  as  from time to time may be determined by the  Board  of
Directors.  One  person may hold any two  or  more  offices.  The
officers of the Corporation shall be natural persons 18 years  of
age  or  older.  In all cases where the duties  of  any  officer,
agent,  or  employee are not prescribed by the Bylaws or  by  the
Board of Directors, such officer, agent, or employee shall follow
the  orders  and  instructions of (a) the  president,  and  if  a
chairman of the board has been elected, then (b) the chairman  of
the board.

     4.2  Election  and  Term  of Office.  The  officers  of  the
Corporation  shall be elected by the Board of Directors  annually
at  the first meeting of the Board held after each annual meeting
of  the  stockholders. If the election of officers shall  not  be
held  at  such  meeting,  such election shall  be  held  as  soon
thereafter  as may be convenient. Each officer shall hold  office
until  the  first  of the following occurs: until  his  successor
shall  have been duly elected and shall have qualified; or  until
his  death; or until he shall resign; or until he shall have been
removed in the manner hereinafter provided.

     4.3  Removal.  Any officer or agent may be  removed  by  the
Board  of  Directors  or  by  the executive  committee,  if  any,
whenever  in  its judgment 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. Election or appointment of an officer or agent shall not
of itself create contract rights.

     4.4  Vacancies. A vacancy in any office, however  occurring,
may be filled by the Board of Directors for the unexpired portion
of the term.


                                7
             4.5      President.  The president shall, subject to
the  direction and supervision of the Board of Directors, be  the
chief executive officer of the Corporation and shall have general
and  active  control  of  its affairs and  business  and  general
supervision  of  its officers, agents, and employees.  He  shall,
unless  otherwise directed by the Board of Directors,  attend  in
person  or  by substitute appointed by him, or shall execute,  on
behalf of the Corporation, written instruments appointing a proxy
or  proxies to represent the Corporation, at all meetings of  the
stockholders  of  any other corporation in which the  Corporation
shall  hold  any stock. He may, on behalf of the Corporation,  in
person  or by substitute or by proxy, execute written waivers  of
notice  and  consents with respect to any such meetings.  At  all
such  meetings  and otherwise, the president,  in  person  or  by
substitute or proxy as aforesaid, may vote the stock so  held  by
the  Corporation  and  may  execute written  consents  and  other
instruments with respect to such stock and may exercise  any  and
all  rights  and powers incident to the ownership of said  stock,
subject  however  to the instructions, if any, of  the  Board  of
Directors.  The  president shall have custody of the  treasurer's
bond,  if  any. If a chairman of the board has been elected,  the
chairman  of  the board shall have, subject to the direction  and
modification   of   the  Board  of  Directors,   all   the   same
responsibilities, rights, and obligations as described  in  these
Bylaws for the president.

     4.6   Vice  Presidents. The vice presidents, if  any,  shall
assist  the  president and shall perform such duties  as  may  be
assigned  to them by the president or by the Board of  Directors.
In the absence of the president, the vice president designated by
the  Board of Directors or (if there be no such designation)  the
vice  president designated in writing by the president shall have
the  powers and perform the duties of the president. If  no  such
designation shall be made, all vice presidents may exercise  such
powers and perform such duties.

     4.7   Secretary. The secretary shall perform the  following:
(a)  keep  the  minutes of the proceedings of  the  stockholders,
executive committee, and the Board of Directors (b) see that  all
notices are duly given in accordance with the provisions of these
Bylaws  or  as required by law; (c) be custodian of the corporate
records and of the seal of the Corporation and affix the seal  to
all documents when authorized by the Board of Directors (d) keep,
at  the  Corporation's registered office or  principal  place  of
business within or outside Nevada, a record containing the  names
and  addresses of all stockholders and the number  and  class  of
shares  held by each, unless such a record shall be kept  at  the
office of the Corporation's transfer agent or registrar; (e) sign
with  the president or a vice president, certificates for  shares
of  the  Corporation,  the  issuance of  which  shall  have  been
authorized  by  resolution of the Board of  Directors;  (f)  have
general  charge  of the stock transfer books of the  Corporation,
unless  the Corporation has a transfer agent; and (g) in general,
perform  all duties incident to the office of secretary and  such
other  duties as from time to time may be assigned to him by  the
president or by the Board of Directors. Assistant secretaries, if
any,   shall  have  the  same  duties  and  powers,  subject   to
supervision by the secretary.
                                8

     4.8      Treasurer. The be treasurer shall be the  principal
financial officer of the Corporation and shall have the care  and
custody of all funds, securities, evidences of indebtedness,  and
other personal property of the Corporation, and shall deposit the
same  in  accordance  with  the  instructions  of  the  Board  of
Directors.  He  shall receive and give receipts and  acquittances
for  monies paid in or on account of the Corporation,  and  shall
pay  out of the funds on hand all bills, payrolls, and other just
debts  of  the  Corporation of whatever nature upon maturity.  He
shall  perform  all other duties incident to the  office  of  the
treasurer and, upon request of the Board, shall make such reports
to  it  as may be required at any time. He shall, if required  by
the Board, give the Corporation a bond in such sums and with such
sureties as shall be satisfactory to the Board, conditioned  upon
the faithful performance of his duties and for the restoration to
the  Corporation of all books, papers, vouchers, money, and other
property of whatever kind in his possession or under his  control
belonging to the Corporation. He shall have such other powers and
perform  such other duties as may be from time to time prescribed
by  the  Board  of  Directors  or the  president.  The  assistant
treasurers,  if  any,  shall have the  same  powers  and  duties,
subject to the supervision of the treasurer.

     The   treasurer  shall  also  be  the  principal  accounting
officer  of the Corporation. He shall prescribe and maintain  the
methods  and systems of accounting to be followed, keep  complete
books  and records of account, prepare and file all local, state,
and  federal  tax  returns, prescribe and  maintain  an  adequate
system  of  internal  audit,  and  prepare  and  furnish  to  the
president  and  the  Board  of Directors  statements  of  account
showing the financial position of the Corporation and the results
of its operations.

     4.9  Salaries. Officers of the Corporation shall be entitled
to  such salaries, emoluments, compensation, or reimbursement  as
shall  be  fixed  or allowed from time to time by  the  Board  of
Directors.

     4.10Bonds. If the Board of Directors by resolution shall  so
require, any officer or agent of the Corporation shall give  bond
to  the  Corporation in such amount and with such surety  as  the
Board  of  Directors  may deem sufficient, conditioned  upon  the
faithful  performance  of that officer's or  agent's  duties  and
offices.











                                9
                            ARTICLE V

                              Stock

     5.1  Certificates. The shares of stock shall be  represented
by  consecutively numbered certificates signed in the name of the
Corporation  by  its  president or a vice president  and  by  the
treasurer  or  an assistant treasurer or by the secretary  or  an
assistant  secretary, and shall be sealed with the  seal  of  the
Corporation,   or   with  a  facsimile  thereof.   Whenever   any
certificate  is  countersigned or otherwise  authenticated  by  a
transfer  agent  or  transfer clerk, and by a registrar,  then  a
facsimile  of  the  signatures of the  officers  or  agents,  the
transfer  agent  or  transfer  clerk  or  the  registrar  of  the
Corporation  may be printed or lithographed upon the  certificate
in  lieu  of  the  actual  signatures. If  the  Corporation  uses
facsimile  signatures of its officers and  agents  on  its  stock
certificates,  it cannot act as the registrar of its  own  stock,
but  its  transfer  agent and registrar may be identical  if  the
institution  acting  in  those dual  capacities  countersigns  or
otherwise   authenticates   any  stock   certificates   in   both
capacities. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased
to  be  such officer before such certificate is delivered by  the
Corporation, the certificate or certificates may nevertheless  be
adopted by the Corporation and be issued and delivered as  though
the  person  or  persons  who signed the certificates,  or  whose
facsimile signature has been used thereon, had not ceased  to  be
an  officer  of the Corporation. If the Corporation is authorized
to issue shares of more than one class or more than one series of
any class, each certificate shall set forth upon the face or back
of  the  certificate  or shall state that  the  Corporation  will
furnish to any stockholder upon request and without charge a full
statement  of  the  designations, preferences,  limitations,  and
relative  rights  of the shares of each class  authorized  to  be
issued  and,  if  the  Corporation is  authorized  to  issue  any
preferred  or  special  class in series, the  variations  in  the
relative  rights and preferences between the shares of each  such
series,  so  far as the same have been fixed and determined,  and
the  authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.

     Each   certificate  representing  shares  shall  state   the
     following upon the face thereof:
the name of the state of the Corporation's organization; the name
of  the person to whom issued; the number and class of shares and
the  designation  of the series, if any, which  such  certificate
represents;  the  par  value of each share  represented  by  such
certificate or a statement that the shares are without par value.
Certificates of stock shall be in such form consistent  with  law
as  shall be prescribed by the Board of Directors. No certificate
shall  be  issued until the shares represented thereby are  fully
paid.






                               10
              5.2        Record.  A record shall be kept  of  the
name of each person or other entity holding the stock represented
by  each  certificate for shares of the Corporation  issued,  the
number  of shares represented by each such certificate, the  date
thereof   and,  in  the  case  of  cancellation,  the   date   of
cancellation. The person or other entity in whose name shares  of
stock  stand on the books of the Corporation shall be deemed  the
owner  thereof  and  thus a holder of record of  such  shares  of
stock, for all purposes as regards the Corporation.

     5.3  Consideration for Shares.   Shares shall be issued  for
such  consideration, expressed in dollars (but not less than  the
par  value  thereof) as shall be fixed from time to time  by  the
Board  of  Directors. That part of the surplus of the Corporation
which  is  transferred  to stated capital upon  the  issuance  of
shares as a share dividend shall be deemed the consideration  for
the  issuance  of  such dividend shares. Such  consideration  may
consist,  in whole or in part, of money, promissory notes,  other
property,  tangible  or  intangible,  or  in  labor  or  services
actually performed for the Corporation, contracts for services to
be performed or other securities of the Corporation.

     5.4   Cancellation   of   Certificates.   All   certificates
surrendered to the Corporation for transfer shall be canceled and
no  new  certificates shall be issued in lieu thereof  until  the
former  certificate for a like number of shares shall  have  been
surrendered and canceled, except as herein provided with  respect
to lost, stolen, or destroyed certificates.

     5.5  Lost  Certificates.    In case  of  the  alleged  loss,
destruction, or mutilation of a certificate of stock,  the  Board
of Directors may direct the issuance of a new certificate in lieu
thereof upon such terms and conditions in conformity with law  as
it  may  prescribe. The Board of Directors may in its  discretion
require  a bond, in such form and amount and with such surety  as
it may determine, before issuing a new certificate.

     5.6  Transfer  of Shares. Upon surrender to the  Corporation
or  to  a  transfer agent of the Corporation of a certificate  of
stock  duly  endorsed  or  accompanied  by  proper  evidence   of
succession,  assignment,  or  authority  to  transfer,  and  such
documentary  stamps as may be required by law, it  shall  be  the
duty  of the Corporation to issue a new certificate to the person
entitled  thereto,  and  cancel the old certificate.  Every  such
transfer  of  stock  shall be entered on the stock  book  of  the
Corporation which shall be kept at its principal office or by its
registrar duly appointed.

     The  Corporation shall be entitled to treat  the  holder  of
record  of any share 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 may be required by the laws of Nevada.



                               11
      5.7      Transfer  Agents, Registrars, and  Paying  Agents.
The  Board  may  at its discretion appoint one or  more  transfer
agents, registrars, and agents for making payment upon any  class
of  stock, bond, debenture, or other security of the Corporation.
Such  agents  and  registrars may be  located  either  within  or
outside Nevada. They shall have such rights and duties and  shall
be entitled to such compensation as may be agreed.


                           ARTICLE VI

            Indemnification of Officers and Directors

     6.1   Indemnification;  Advancement  of  Expenses.  To   the
fullest  extent  permitted by the laws of  the  State  of  Nevada
(currently  set forth in NRS 78.751), as the same now  exists  or
may  hereafter be amended or supplemented, the Corporation  shall
indemnify  its  directors  and  officers,  including  payment  of
expenses  as  they  are  incurred and in  advance  of  the  final
disposition  of  any  action,  suit,  or  proceeding.  Employees,
agents,  and  other persons may be similarly indemnified  by  the
Corporation, including advancement of expenses, in such  case  or
cases  and to the extent set forth in a resolution or resolutions
adopted  by the Board of Directors. No amendment of this  Section
shall  have  any  effect  on indemnification  or  advancement  of
expenses relating to any event arising prior to the date of  such
amendment.

     6.2  Insurance  and  Other  Financial  Arrangements  Against
Liability of Directors, Officers, Employees, and Agents.  To  the
fullest  extent  permitted by the laws of  the  State  of  Nevada
(currently  set forth in NRS 78.752), as the same now  exists  or
may  hereafter  be amended or supplemented, the  Corporation  may
purchase   and  maintain  insurance  and  make  other   financial
arrangements  on behalf of any person who 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 corporation, partnership,  joint
venture,  trust, or other enterprise, for any liability  asserted
against  such person and liability and expense incurred  by  such
person in its capacity as a director officer, employee, or agent,
or  arising out of such person's status as such, whether  or  not
the  Corporation  has  the  authority to  indemnify  such  person
against such liability and expenses.










                               12
                           ARTICLE VII

               Acquisition of Controlling Interest

     7.1  Acquisition of Controlling Interest. The provisions  of
the   General  Corporation  Law  of  Nevada  pertaining  to   the
acquisition  of a controlling interest (currently set  forth  NRS
78.378  to  78.3793, inclusive), as the same now  exists  or  may
hereafter  be  amended or supplemented, shall not  apply  to  the
Corporation.


                          ARTICLE VIII

    Execution of Instruments; Loans, Checks and Endorsements;
                        Deposits; Proxies

     8.1  Execution  of Instruments. The president  or  any  vice
president  shall have the power to execute and deliver on  behalf
of  and  in  the name of the Corporation any instrument requiring
the  signature  of  an  officer of  the  Corporation,  except  as
otherwise  provided in these Bylaws or where  the  execution  and
delivery  thereof shall be expressly delegated by  the  Board  of
Directors  to  some  other officer or agent of  the  Corporation.
Unless  authorized to do so by these Bylaws or by  the  Board  of
Directors, no officer, agent, or employee shall have any power or
authority  to  bind  the Corporation in any way,  to  pledge  its
credit, or to render it liable pecuniarily for any purpose or  in
any amount.

     8.2  Loans. The Corporation may lend money to, guarantee the
obligations  of,  and otherwise assist directors,  officers,  and
employees of the Corporation, or directors of another corporation
of  which  the  Corporation owns a majority of the voting  stock,
only  upon  compliance  with  the  requirements  of  the  General
Corporation Law of Nevada.

     No  loans  shall be contracted on behalf of the  Corporation
and  no  evidence  of indebtedness shall be issued  in  its  name
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.

     8.3  Checks and Endorsements. All checks, drafts,  or  other
orders  for  the payment of money, obligations, notes,  or  other
evidences  of indebtedness, bills of lading, warehouse  receipts,
trade acceptances, and other such instruments shall be signed  or
endorsed  by such officers or agents of the Corporation as  shall
from  time  to time be determined by resolution of the  Board  of
Directors, which resolution may provide for the use of  facsimile
signatures.

     8.4  Deposits.  All funds of the Corporation  not  otherwise
employed   shall  be  deposited  from  time  to   time   to   the
Corporation's credit in such banks or other depositories as shall
from  time  to time be determined by resolution of the  Board  of
Directors, which
                               13
resolution  may specify the officers or agents of the Corporation
who  shall  have  the power, and the manner in which  such  power
shall be exercised, to make such deposits and to endorse, assign,
and  deliver for collection and deposit checks, drafts, and other
orders for the payment of money payable to the Corporation or its
order.

     8.5   Proxies.  Unless  otherwise  provided  by   resolution
adopted  by  the Board of Directors, the president  or  any  vice
president  may  from time to time appoint one or more  agents  or
attorneys-in-fact of the Corporation, in the name and  on  behalf
of  the Corporation, to cast the votes which the Corporation  may
be entitled to cast as the holder of stock or other securities in
any  other corporation, association, or other entity any of whose
stock  or  other  securities may be held by the  Corporation,  at
meetings of the holders of the stock or other securities of  such
other corporation, association, or other entity or to consent  in
writing,  in the name of the Corporation as such holder,  to  any
action  by such other corporation, association, or other  entity,
and  may  instruct the person or persons so appointed as  to  the
manner  of  casting such votes or giving such  consent,  and  may
execute or cause to be executed in the name and on behalf of  the
Corporation and under its corporate seal, or otherwise, all  such
written proxies or other instruments as he may deem necessary  or
proper in the premises.

     8.6  Contracts.  The Board of Directors  may  authorize  any
officer  or officers, agent or agents, to enter into any contract
or  execute  and  deliver any instrument in the name  of  and  on
behalf  of the Corporation, and such authority may be general  or
confined to specific instances.


                           ARTICLE IX

                           Miscellaneous

     9.1  Waivers of Notice. Whenever notice is required  by  the
General   Corporation  Law  of  Nevada,  by   the   Articles   of
Incorporation,  or by these Bylaws, a waiver thereof  in  writing
signed by the director, stockholder, or other person entitled  to
said  notice,  whether  before, at,  or  after  the  time  stated
therein, or his appearance at such meeting in person or  (in  the
case of a stockholders' meeting) by proxy, shall be equivalent to
such notice.

     9.2  Corporate Seal. The Board of Directors may adopt a seal
circular  in  form  and bearing the name of the Corporation,  the
state  of  its  incorporation, and the word  "Seal"  which,  when
adopted,  shall constitute the seal of the Corporation. The  seal
may  be  used by causing it or a facsimile of it to be impressed,
affixed,  manually reproduced, or rubber stamped  with  indelible
ink.

     9.3  Fiscal Year. The Board of Directors may, by resolution,
adopt a fiscal year for the Corporation.
                               14
     9.4        Amendment  of  Bylaws. The  provisions  of  these
Bylaws  may  at  any  time, and from time to  time,  be  amended,
supplemented or repealed by the Board of Directors.

     9.5   Uniformity  of Interpretation and Severability.  These
Bylaws shall be so interpreted and construed as to conform to the
Articles of Incorporation and the laws of the State of Nevada  or
of  any  other state in which conformity may become necessary  by
reason of the qualification of the Corporation to do business  in
such state, and where conflict between these Bylaws, the Articles
of  Incorporation or the laws of such a state has arisen or shall
arise,  these  Bylaws shall be considered to be modified  to  the
extent, but only to the extent, conformity shall require. If  any
provision hereof or the application thereof shall be deemed to be
invalid  by  reason  of the foregoing sentence,  such  invalidity
shall  not  affect the validity of the remainder of these  Bylaws
without the invalid provision or the application thereof, and the
provisions of these Bylaws are declared to be severable.

     9.6  Emergency Bylaws. Subject to repeal or change by action
of  the  stockholders, the Board of Directors may adopt emergency
bylaws  in accordance with and pursuant to the provisions of  the
laws of the State of Nevada.


























                               15
                    SECRETARY'S CERTIFICATION

    The undersigned Secretary of Charger Ventures Inc. (the
"Corporation") hereby certifies that the foregoing Bylaws are the
Bylaws of the Corporation adopted by the Board of Directors as of
the 24th day of July, 1998.



                              By /s/ David Keir
                                 --------------------------------
                                 David Keir
                                 Secretary



































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