Exhibit  3.3

                                     BYLAWS
                                       OF
                               ITIS HOLDINGS INC.

                                    ARTICLE I
                                     Offices

The  principal  executive office of ITIS Holdings Inc. (the "Corporation") shall
be  at 10750 Hammerly, Houston, Texas.  The Corporation may also have offices at
such  other  places  within  or  without  the  State  of  Texas, as the board of
directors  shall  from  time  to  time  determine.

                                   ARTICLE II
                                  Stockholders

     SECTION  1.  Place  of  Meetings.  All  annual  and  special  meetings  of
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stockholders  shall be held at the principal executive office of the Corporation
or  at  such  other  place within or without the State of Nevada as the board of
directors  may  determine  and  as  designated  in  the  notice of such meeting.

     SECTION  2.  Annual  Meetings.  A  meeting  of  the  stockholders  of  the
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Corporation  for  the election of directors and for the transaction of any other
business  of the Corporation shall be held annually at such date and time as the
board  of  directors  may  determine.

     SECTION  3.  Special Meetings.  Special meetings of the stockholders of the
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Corporation  for  any purpose or purposes may be called at any time by the board
of  directors  of  the  Corporation, or by a committee of the board of directors
which  as  been  duly  designated by the board of directors and whose powers and
authorities,  as  provided  in  a resolution of the board of directors or in the
Bylaws of the Corporation, include the power and authority to call such meetings
but  such  special  meetings  may  not  be  called by another person or persons.

     SECTION  4.  Conduct  of  Meetings.  Annual  and  special meetings shall be
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conducted  in  accordance  with  these  Bylaws or as otherwise prescribed by the
board  of  directors.  The  chairman  or  the  chief  executive  officer  of the
Corporation  shall  preside  at  such  meetings.

     SECTION  5.  Notice  of Meeting.  Written notice stating the place, day and
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hour  of  the  meeting  and,  in  the  case of a special meeting, the purpose or
purposes  for  which  the meeting is called, shall be mailed by the secretary or
the  officer  performing  his duties, not less than ten days nor more than sixty
days  before  the meeting to each stockholder of record entitled to vote at such
meeting.  If  mailed, such notice shall be deemed to be delivered when deposited
in  the  United  States  mail,  addressed  to  the  stockholder  at  his


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address  as it appears on the stock transfer books or records of the Corporation
as  of  the record date prescribed in Section 6 of this Article II, with postage
thereon  prepaid. If a stockholder be present at a meeting, or in writing waives
notice  thereof  before  or  after  the  meeting,  notice of the meeting to such
stockholder  shall  be  unnecessary.

     SECTION  6.  Fixing  of  Record  Date.  For  the  purpose  of  determining
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stockholders entitled to notice of or to vote at any meeting of stockholders, or
any adjournment thereof, or entitled to express consent to a corporate action in
writing without a meeting, or entitled to receive payment of any dividend, or in
order  to make a determination of stockholders for any other proper purpose, the
board  of  directors shall fix in advance a date as the record date for any such
determination  of  stockholders.  Such  date  in any case shall be not more than
sixty  days,  and  in  case of a meeting of stockholders, not less than ten days
prior  to  the date on which the particular action, requiring such determination
of  stockholders,  is  to  be  taken.  If  no  record  date  is  fixed  for  the
determination  of  stockholders entitled to notice of or to vote at a meeting of
stockholders,  or  entitled  to express consent to a corporate action in writing
without  a  meeting,  or  entitled  to  receive  payment  of a dividend or other
distribution,  or for any other proper purpose, the close of business on the day
next preceding the date on which notice of the meeting is mailed or if notice is
waived,  the  close  of  business on the day next preceding the day on which the
meeting  is  held  or the date on which the resolution of the board of directors
declaring  such dividend or relating to such other proper purpose is adopted, as
the  case  may  be,  shall  be  the  record  date  for  such  determination  of
stockholders.  When  a  determination  of  stockholders  entitled to vote at any
meeting  of  stockholders  has  been  made  as  provided in this Section 6, such
determination shall apply to any adjournment thereof; provided that the board of
directors  may  fix  a  new  record  date  for  the  adjourned  meeting.

     SECTION  7.  Voting Lists.  The officer or agent having charge of the stock
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transfer  books  for  shares  of  the  Corporation shall make, at least ten days
before  each  meeting  of  stockholders,  a  complete record of the stockholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and  the  number  of  shares  held by each. The record, for a period of ten days
before  such meeting, shall be kept on file at the principal executive office of
the  Corporation,  whether  within  or  outside the State of Texas, and shall be
subject  to inspection by any stockholder for any purpose germane to the meeting
at  any time during usual business hours. Such record shall also be produced and
kept  open  at  the  time  and  place of the meeting and shall be subject to the
inspection  of any stockholder for any purpose germane to the meeting during the
whole  time  of  the  meeting.  The original stock transfer books shall be prima
facie evidence as to who are the stockholders entitled to examine such record or
transfer  books  or  to  vote  at  any  meeting  of  stockholders.

     SECTION  8.  Quorum.  Unless  otherwise  provided  in  the  Corporation's
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Articles  of  Incorporation  or applicable law, the holders of a majority of the
shares  entitled  to vote, represented in person or by proxy, shall constitute a
quorum  at  a  meeting  of the stockholders.  If, however, a quorum shall not be
present  or  represented  at  any  meeting of the stockholders, the stockholders
present  in  person  or  represented  by  proxy  shall have power to adjourn the
meeting  from  time to time, without notice other than announcement


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of  location,  day  and  hour  of the adjourned meeting, until a quorum shall be
present  or  represented.  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, unless the adjournment is for
more than 30 days or if after the adjournment a new record date is fixed for the
adjourned  meeting, in which case notice of the adjourned meeting shall be given
to each stockholder of record entitled to vote at such meeting. The stockholders
present  at  a  duly  organized  meeting may continue to transact business until
adjournment,  and the subsequent withdrawal of any stockholder or the refusal of
any  stockholder to vote shall not affect the presence of quorum at the meeting.

     SECTION  9.  Proxies.  At  all  meetings of stockholders, a stockholder may
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vote  by  proxy executed in writing by the stockholder or by his duly authorized
attorney  in fact.  Proxies solicited on behalf of the management shall be voted
as  directed  by  the  stockholder  or,  in  the  absence  of such direction, as
determined  by  a  majority  of  the board of directors. No proxy shall be valid
after  seven  years  from the date of its execution unless otherwise provided in
the  proxy.

     SECTION 10.  Voting.  Except with respect to the election of directors, the
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vote of the holders of a majority of the shares entitled to vote and represented
in person or by proxy at a meeting at which a quorum is present shall be the act
of the stockholders' meeting, unless the vote of a greater number is required by
law  or the Corporation's Articles of Incorporation.  Directors shall be elected
by  a  plurality of the votes of the shares entitled to vote in] the election of
directors  [and represented in person or by proxy at a meeting at which a quorum
is  present,  unless  a  greater  number is required by law or the Corporation's
Articles  of  Incorporation.  Where  a  separate  vote  by a class or classes is
required, a majority of the outstanding shares of such class or classes, present
in  person  or  represented by proxy, shall constitute a quorum entitled to take
action  with respect to that vote on that matter and the affirmative vote of the
majority  of shares of such class or classes present in person or represented by
proxy at the meeting shall be the act of such class.  The board of directors, in
its  discretion,  or  the  officer  of the Corporation presiding at a meeting of
stockholders, in his discretion, may require that any votes cast at such meeting
shall  be  cast  by  written  ballot.

     Each  outstanding  share  shall  be  entitled  to  one  vote on each matter
submitted  to a vote at a meeting of the stockholders, except to the extent that
the  voting  rights  of  the  shares  of  any class are limited or denied by the
Corporation's  Articles  of  Incorporation  or  by  a resolution of the board of
directors  designating  a  series  of  preferred  stock.  At  each  election for
directors,  every  stockholder  entitled to vote at such election shall have the
right to vote the number of shares owned by him for as many persons as there are
directors to be elected and for whose election he has the right to vote.  Unless
permitted  by  the Corporation's Articles of Incorporation, no stockholder shall
be  entitled  to  cumulate  his  votes  in  an  election  of  directors.

     SECTION  11.  Action  by  Written  Consent  Without  a Meeting.  Any action
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required  or  permitted  by  law, the Corporation's Articles of Incorporation or
these Bylaws


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to  be  taken  at  a meeting of the stockholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the  action so taken, is signed by the holders of stock having not less than the
minimum number of votes that would be necessary to take such action at a meeting
at  which  the holders of all shares entitled to vote on the action were present
and  voting.  Consent  does not have to be unanimous. Every written consent must
bear the date of signature of each stockholder who signs the consent. No written
consent shall be effective to take the action that is the subject of the consent
unless, within 60 days after the date of the earliest dated consent delivered to
the Corporation in the manner required by this Section 11, a consent or consents
signed  by  the  holder  or  holders  of shares having not less than the minimum
number  of  votes that would be necessary to take the action that is the subject
of  the  consent  are delivered to the Corporation by delivery to its registered
office,  its  principal  place  of  business,  or  an  officer  or  agent of the
Corporation  having  custody  of  the  books in which proceedings of meetings of
stockholders  are recorded. Delivery shall be by hand or certified or registered
mail, return receipt requested. Delivery to the Corporation's principal place of
business  shall  be addressed to the President or Chief Executive Officer of the
Corporation. Prompt notice of the taking of any action by stockholders without a
meeting  by  less  than  unanimous  written  consent  shall  be  given  to those
stockholders  who  did  not  consent  in  writing  to  the  action.

                                   ARTICLE III
                               Board of Directors

     SECTION  1.  General  Powers.  The  business and affairs of the Corporation
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shall  be managed by or under the direction of the board of directors, which may
exercise  all  such  powers  of  the Corporation and do all such lawful acts and
things  as  are not by statute or by the Corporation's Articles of Incorporation
or  by  these  Bylaws  directed  or  required  to  be  exercised and done by the
stockholders.

     SECTION  2.  Number,  Term  and  Election.  The  number of directors of the
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Corporation  shall be such number, not less than one nor more than 15 (exclusive
of  directors,  if  any,  to  be  elected  by  holders of preferred stock of the
Corporation),  as shall be provided from time to time in a resolution adopted by
the  board  of  directors,  provided that no decrease in the number of directors
shall  have  the  effect  of  shortening the term of any incumbent director, and
provided  further  that  no  action  shall  be taken to decrease or increase the
number  of  directors  from  time  to  time  unless  at  least two-thirds of the
directors  then  in  office  shall  concur  in  said  action.

     SECTION  3.  Classified  Board.  The  board of directors of the Corporation
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(other  than  directors which may be elected by the holders of preferred stock),
shall be divided into three classes of directors which shall be designated Class
I,  Class  II,  and  Class III. The members of each class shall be elected for a
term  of  three years and until their successors are elected and qualified. Such
classes shall be as nearly equal in number as the then total number of directors
constituting the entire board of directors shall permit, exclusive of directors,
if  any,  elected by holders of preferred stock, with the terms of office of all
members  of  one class expiring each year. Should the number of directors not be


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equally  divisible  by three, the excess director or directors shall be assigned
to  Classes  I  or  II  as  follows:  (1)  if  there  shall  be an excess of one
directorship over the number equally divisible by three, such extra directorship
shall  be  classified  in  Class  I;  and  (2)  if  there  be  an  excess of two
directorships  over a number equally divisible by three, one shall be classified
in  Class I and the other in Class II.  Directors of Class I shall be elected to
hold  office  for  a  term expiring at the first annual meeting of stockholders,
directors of Class II shall be elected to hold office for a term expiring at the
second  succeeding  annual  meeting  of  stockholders and directors of Class III
shall  be  elected  to  hold  office for a term expiring at the third succeeding
annual  meeting  after  the  formation  of  the Corporation. Thereafter, at each
succeeding  annual  meeting,  directors  of  each  class  shall  be  elected for
three-year  terms.  Notwithstanding the foregoing, the director whose term shall
expire  at  any  annual  meeting  shall continue to serve until such time as his
successor  shall  have  been  duly  elected  and shall have qualified unless his
position  on the board of directors shall have been abolished by action taken to
reduce  the  size  of  the  board  of  directors  prior  to  said  meeting.

     Should  the  number  of  directors  of  the  Corporation  be  reduced,  the
directorship(s)  eliminated  shall  be allocated among classes as appropriate so
that the number of directors in each class is as specified in the position(s) to
be  abolished.  Notwithstanding  the  foregoing,  no  decrease  in the number of
directors  shall  have  the  effect  of  shortening  the  term  of any incumbent
director.  Should the number of directors of the Corporation be increased, other
than  directors  which  may  be  elected  by the holders of preferred stock, the
additional directorships shall be allocated among classes as appropriate so that
the  number  of  directors  in  each  class  is  as specified in the immediately
preceding  paragraph.

     Whenever  the  holders  of any one or more series of preferred stock of the
Corporation  shall  have the right voting separately as a class, to elect one or
more  directors  of  the  Corporation, the board of directors shall include said
directors  so elected and not be in addition to the number of directors fixed as
provided  in  this  Article  III.  Notwithstanding  the foregoing, and except as
otherwise may be required by law, whenever the holders of any one or more series
of  preferred  stock  of  the  Corporation  elect  one  or more directors of the
Corporation,  the  terms  of  the  director or directors elected by such holders
shall  expire  at  the  next  succeeding  annual  meeting  of  stockholders.

     SECTION  4.  Regular Meetings.  A regular meeting of the board of directors
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shall be held at such time and place as shall be determined by resolution of the
board  of  directors  without  other  notice  than  such  resolution.

     SECTION  5.  Special  Meetings.  Special meetings of the board of directors
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may  be called by or at the request of the chairman, the chief executive officer
or  one-third  of  the directors.  The person calling the special meeting of the
board  of  directors  may  fix  any  place  as the place for holding any special
meeting  of  the  board  of  directors  called  by  such  persons.


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     Members  of  the board of the directors may participate in special meetings
by  means  of  telephone conference or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall  constitute  presence  in  person.

     SECTION  6.  Notice.  Written  notice of any special meeting shall be given
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to  each  director  by  mail,  at least two days previous thereto, by facsimile,
telephone  or  telegraph, one day previous thereto, or on such shorter notice as
the  person  or persons calling such notice may deem necessary or appropriate in
the  circumstances.  Any  director  may waive notice of any meeting by a writing
filed  with  the  secretary.  The  attendance  of  a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting  for the express purpose of objecting to the transaction of any business
because  the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any meeting of the board of directors need
be  specified  in  the  notice  or  waiver  of  notice  of  such  meeting.

     SECTION  7.  Quorum.  A  majority  of  the  total number of directors shall
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constitute  a quorum for the transaction of business at any 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.  Notice of
any adjourned meeting shall be given in the same manner as prescribed by Section
5  of  this  Article  III.

     SECTION  8.  Manner  of  Acting.  The  act of the majority of the directors
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present  at a meeting at which a quorum is present shall be the act of the board
of  directors,  unless  a  greater  number  is  prescribed  by these Bylaws, the
Corporation's  Articles  of Incorporation, or the General Corporation Law of the
State  of  Nevada.

     SECTION  9.  Action Without a Meeting.  Any action required or permitted to
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be  taken at a meeting of the board of directors or any committee thereof may be
taken  without  a  meeting  if  a consent in writing setting forth the action so
taken is signed by all members of the board of directors or of the committee, as
the  case  may  be,  and  the  writing or writings are filed with the minutes or
proceedings  of  the  board  or  committee.

     SECTION  10.  Resignation. Any director may resign at any time by sending a
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written  notice  of  such  resignation  to  the  home  office of the Corporation
addressed  to the chairman. Unless otherwise specified therein, such resignation
shall  take  effect  upon  receipt  thereof  by  the  chairman.

     SECTION  11.  Vacancies.  Any  vacancy  occurring on the board of directors
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shall  be filled in accordance with the provisions of the Corporation's Articles
of Incorporation.  Any directorship to be filled by reason of an increase in the
number  of  directors may be filled by the affirmative vote of a majority of the
directors then in office, though less than a quorum, or by election at an annual
meeting  or  at a special meeting of the stockholders held for that purpose. The
term  of  such  director  shall  be  in  accordance  with  the provisions of the
Corporation's  Articles  of  Incorporation.


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     SECTION 12.  Compensation.  Directors, as such, may be paid their expenses,
                  ------------
if  any,  of attendance at each meeting, and receive compensation for service on
the  board of directors. Members of either standing or special committees may be
allowed  such  compensation  as  the  board  of  directors  may  determine.

     SECTION  13.  Interested Directors.  No contract or transaction between the
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Corporation  and  one  or  more  of  its  directors  or officers, or between the
Corporation  and  any  other  corporation,  partnership,  association,  or other
organization  in which one or more of its directors or officers are directors or
officers,  or  have  a  financial interest, shall be void or voidable solely for
this  reason,  or  solely  because  the  director  or  officer  is present at or
participates in the meeting of the board of directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted  for  such  purpose  if  (i)  the  material  facts  as  to  his or their
relationship  or interest and as to the contract or transaction are disclosed or
are known to the board of directors or the committee, and the board of directors
or  committee  in  good  faith  authorizes  the  contract  or transaction by the
affirmative  votes of a majority of the disinterested directors, even though the
disinterested  directors be less than a quorum; or (ii) the material facts as to
his  or their relationship or interest and as to the contract or transaction are
disclosed  or  are  known  to the stockholders entitled to vote thereon, and the
contract  or  transaction  is specifically approved in good faith by vote of the
stockholders; (iii) the contract or transaction is fair as to the Corporation as
of the time it is authorized, approved or ratified, by the board of directors, a
committee  thereof  or the stockholders; or (iv) the material facts as to his or
their  relationship  or  interest  and  as to the contract or transaction is not
known  to  the director or officer at the time the transaction is brought before
the  board  of  directors or committee of the Corporation for action.  Common or
interested directors may be counted in determining the presence of a quorum at a
meeting  of  the  board  of  directors  or  of  a committee which authorizes the
contract  or  transaction.

                                   ARTICLE IV
                      Committees of the Board of Directors

     The board of directors may, by resolution passed by a majority of the whole
board,  designate  one or more committees, as they may determine to be necessary
or  appropriate  for  the  conduct  of  the business of the Corporation, and may
prescribe the duties, constitution and procedures thereof.  Each committee shall
consist  of  one or more directors of the Corporation appointed by the chairman.
The  board of directors may designate one or more directors as alternate members
of  any  committee,  who  may  replace  any absent or disqualified member at any
meeting  of  the  committee.

     Any member of any such committee may resign at any time by giving notice to
the  Corporation;  provided,  however, that notice to the board, the chairman of
the  board,  the chief executive officer, the chairman of such committee, or the
secretary  shall  be  deemed  to  constitute  notice  to  the Corporation.  Such
resignation  shall  take effect upon receipt of such notice or at any later time
specified  therein;  and, unless otherwise specified therein, acceptance of such
resignation shall not be necessary to make it effective.  Any member of any such
committee  may  be  removed  at  any  time, either with


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or without cause, by the affirmative vote of a majority of the authorized number
of  directors  at  any  meeting  of  the  board.

     All committees shall keep regular minutes of its proceedings and report the
same  to  the  board  of directors when required.  To the extent applicable, the
provisions of Article III of these Bylaws governing the meetings of the board of
directors  shall  likewise  govern  the  meetings  of  any  committee  thereof.

                                    ARTICLE V
                                    Officers

     SECTION  1.  Positions.  The  officers  of  the  Corporation  shall  be  a
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chairman, a president, one or more vice presidents, a secretary and a treasurer,
each of whom shall be elected by the board of directors.  The board of directors
may  designate one or more vice presidents as executive vice president or senior
vice  president.  The  board  of  directors  may  also  elect  or  authorize the
appointment  of  such  other  officers  as  the  business of the Corporation may
require.  The  officers shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine.  In the absence
of  action  by  the  board of directors, the officers shall have such powers and
duties  as  generally  pertain  to  their  respective  offices.  Any two or more
offices  may  be  held  by  the  same  person.

     SECTION  2.  Election  and Term of Office.  The officers of the Corporation
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shall  be elected annually by the board of directors at the first meeting of the
board  of  directors held after each annual meeting of the stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall  have been duly elected and qualified or until his death or until he shall
resign  or  shall  have  been  removed  in  the  manner  hereinafter  provided.

     Election  or  appointment  of  an  officer,  employee or agent shall not of
itself  create  contract  rights.  The  board  of  directors  may  authorize the
Corporation  to enter into an employment contract with any officer in accordance
with  state  law;  but  no  such contract shall impair the right of the board of
directors to remove any officer at any time in accordance with Section 3 of this
Article  V.

     SECTION  3.  Removal.  Any  officer  may  be  removed  at any time, with or
                  -------
without cause, by the vote of a majority of the board of directors.

     SECTION  4.  Vacancies.  A  vacancy  in  any  office  because  of  death,
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resignation,  removal, disqualification or otherwise, may be filled by the board
of  directors  for  the  unexpired  portion  of  the  term.

     SECTION  5.  Remuneration.  The remuneration of the officers shall be fixed
                  ------------
from  time  to time by the board of directors, and no officer shall be prevented
from  receiving  such salary by reason of the fact that he is also a director of
the  Corporation.


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                                   ARTICLE VI
                      Contracts, Loans, Checks and Deposits

     SECTION  1.  Contracts.  To  the  extent  permitted  by applicable law, and
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except as otherwise prescribed by the Corporation's Articles of Incorporation or
these  Bylaws, the board of directors or a duly authorized committee thereof may
authorize  any  officer, employee, or agent of the Corporation to enter into any
contract  or  execute and deliver any instrument in the name of and on behalf of
the  Corporation.  Such  authority  may  be  general  or  confined  to  specific
instances.

     SECTION  2.  Loans.  No  loans  shall  be  contracted  on  behalf  of  the
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Corporation  and  no evidence of indebtedness shall be issued in its name unless
authorized  by the board of directors. Such authority may be general or confined
to  specific  instances.

     SECTION  3.  Checks,  Drafts,  Etc.  All checks, drafts or other orders for
                  ---------------------
the  payment  of  money,  notes or other evidences of indebtedness issued in the
name  of  the  Corporation shall be signed by one or more officers, employees or
agents  of the Corporation in such manner, including in facsimile form, as shall
from  time  to  time  be  determined  by  resolution  of the board of directors.

     SECTION  4.  Deposits.  All funds of the Corporation not otherwise employed
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shall  be deposited from time to time to the credit of the Corporation in any of
its  duly  authorized  depositories  as  the  board  of  directors  may  select.

                                   ARTICLE VII
                   Certificates for Shares and Their Transfer

     SECTION  1.  Certificates  for Shares.  The shares of the Corporation shall
                  ------------------------
be  represented by Certificates signed by the chairman of the board of directors
or  the  president  or  a  vice  president  and by the treasurer or an assistant
treasurer or the secretary or an assistant secretary of the Corporation, and may
be  sealed  with the seal of the Corporation or a facsimile thereof.  Any or all
of  the signatures upon a Certificate may be facsimiles.  If any officer who has
signed  or whose facsimile signature has been placed upon such Certificate shall
have  ceased  to  be  such  officer  before the Certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date  of  its  issue.

     SECTION  2.  Form  of  Share  Certificates.  All  Certificates representing
                  -----------------------------
shares  issued by the Corporation shall set forth upon the face or back 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, 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.


                                      -9-
<PAGE>
     Each Certificate representing shares shall state upon the face thereof that
the  Corporation is organized under the laws of the State of Nevada; the name of
the  person  to  whom issued; the number and class of shares, 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.  Other  matters  in  regard to the form of the Certificates
shall  be  determined  by  the  board  of  directors.

     SECTION  3.  Payment  for  Shares.  No  Certificate shall be issued for any
                  --------------------
share  until  such  share  is  fully  paid.

     SECTION  4. Form of Payment for Shares.  The consideration for the issuance
                 --------------------------
of  shares  shall be paid in accordance with the provisions of the Corporation's
Articles  of  Incorporation.

     SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of the
                 ------------------
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall  be  given  only to the holder of record thereof or by his legal
representative,  who  shall furnish proper evidence of such authority, or by his
attorney  thereunto authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of  the  Articles  for  such shares.  The person in whose name shares of capital
stock  stand  on the books of the Corporation shall be deemed by the Corporation
to  be  the  owner  thereof  for  all  purposes.

     SECTION  6.  Lost  Certificates.  The  board  of directors may direct a new
                  ------------------
Certificate  to  be issued in place of any Certificate theretofore issued by the
Corporation  alleged to have been lost, stolen, or destroyed, upon the making of
an  affidavit of that fact by the person claiming the Certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new Certificate,
the  board  of  directors may, in its discretion and as a condition precedent to
the  issuance  thereof,  require  the  owner  of such lost, stolen, or destroyed
Certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation  with  respect to the Certificate alleged to have been lost, stolen,
or  destroyed.

     SECTION 7.  Disclosure of Beneficial Ownership.  Upon written demand of the
                 ----------------------------------
Corporation,  each record holder of any shares of the capital stock of any class
or  series  of  the  Corporation shall provide the Corporation with the name and
address  of each person for whom such person holds such shares as the beneficial
owner, the number, class and series of the shares so held, and manner of holding
such  shares.  Likewise, upon written demand of the Corporation, each beneficial
holder  of  any  shares  of  the  capital  stock  of  any class or series of the
Corporation  shall  provide  the  Corporation  with  the name and address of any
person  who  has  an  interest  in  such shares, directly or indirectly, and the
nature  of  such  interest.  As  used herein, the terms "beneficial owner" shall
mean  and  include  any person who has the sole or joint right to dispose of the
shares  or direct the disposal of shares, the sole or joint economic interest in
the  shares,  or  the  sole  or  joint right to receive or direct the receipt of
dividends  or  other  distributions  relating  to  the  shares.


                                      -10-
<PAGE>
                                  ARTICLE VIII
                                   Fiscal Year

     The fiscal year of the Corporation shall end on the last day of December of
each  year.

                                   ARTICLE IX
                                    Dividends

     Dividends  upon  the stock of the Corporation, subject to the provisions of
the  Corporation's  Articles  of  Incorporation,  if any, may be declared by the
board  of  directors  at  any  regular  or  special  meeting,  pursuant  to law.
Dividends  may  be  paid in cash, in property or in the Corporation's own stock.

                                    ARTICLE X
                                 Indemnification

     SECTION  1.  Power to Indemnify in Actions, Suits or Proceedings Other Than
                  --------------------------------------------------------------
Those  by  or  in  the  Right  of the Corporation.  Subject to Section 3 of this
-------------------------------------------------
Article  X,  the Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit  or  proceeding,  whether  civil, criminal, administrative or investigative
(other  than  an  action by or in the right of the Corporation) by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was  a  director  or  officer  of  the Corporation serving at the request of the
Corporation  as a director or officer, employee or agent of another corporation,
partnership,  joint  venture,  trust, employee benefit plan or other enterprise,
against  expenses (including attorneys' fees), judgments, fines and amounts paid
in  settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he  or  she reasonably believed to be in or not opposed to the best interests of
the  Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any  action,  suit  or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption  that  the person did not act in good faith and in a manner which he
or  she reasonably believed to be in or not opposed to the best interests of the
Corporation,  and,  with  respect  to  any  criminal  action  or proceeding, had
reasonable  cause  to  believe  that  his  conduct  was  unlawful.

     SECTION 2.  Power to Indemnify in Actions Suits or Proceedings by or in the
                 ---------------------------------------------------------------
Right  of  the  Corporation.  Subject  to  Section  3  of  this  Article  X, the
---------------------------
Corporation shall indemnify any person who was or is a party or is threatened to
be  made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was  a  director  or  officer  of  the Corporation serving at the request of the
Corporation  as  a  director, officer, employee or agent of another


                                      -11-
<PAGE>
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise  against expenses (including attorneys' fees) actually and reasonably
incurred  by  him  or  her  in connection with the defense or settlement of such
action  or  suit  if  he  or  she  acted in good faith and in a manner he or she
reasonably  believed  to  be  in  or  not  opposed  to the best interests of the
Corporation;  except  that  no  indemnification  shall be made in respect of any
claim,  issue  or  matter as to which such person shall have been adjudged to be
liable  to the Corporation unless and only to the extent that the court in which
such  action  or suit was brought shall determine upon application that, despite
the  adjudication of liability but in view of all the circumstances of the case,
such  person  is  fairly  and reasonably entitled to indemnity for such expenses
which  the  court  shall  deem  proper.

     SECTION  3.  Authorization  of  Indemnification.  Any indemnification under
                  ----------------------------------
this Article X (unless ordered by a court) shall be made by the Corporation only
as  authorized in the specific case upon a determination that indemnification of
the director or officer is proper in the circumstances because he or she has met
the  applicable  standard of conduct set forth in Section 1 or Section 2 of this
Article  X,  as  the  case  may be.  Such determination shall be made (i) by the
Board  of  Directors  by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (ii) if such a quorum is
not  obtainable,  or,  even if obtainable a quorum of disinterested directors so
directs,  by  independent  legal  counsel  in a written opinion, or (iii) by the
stockholders.  To  the  extent,  however,  that  a  director  or  officer of the
Corporation  has  been  successful  on the merits or otherwise in defense of any
action, suit or proceeding described above, or in defense of any claim, issue or
matter  therein,  he  or  she  shall  be indemnified against expenses (including
attorneys'  fees)  actually  and reasonably incurred by him or her in connection
therewith,  without  the  necessity  of  authorization  in  the  specific  case.

     SECTION  4.  Good  Faith  Defined.  For purposes of any determination under
                  --------------------
Section  3  of  this  Article  X, a person shall be deemed to have acted in good
faith  and  in a manner he or she reasonably believed to be in or not opposed to
the  best  interests of the Corporation, or, with respect to any criminal action
or  proceeding,  to  have  had  no  reasonable  cause to believe his conduct was
unlawful,  if  his  or her action is based on the records or books of account of
the  Corporation or another enterprise, or on information supplied to him or her
by  the officers of the Corporation or another enterprise in the course of their
duties,  or  on  the  advice  of  legal  counsel  for the Corporation or another
enterprise or on information or records given or reports made to the Corporation
or  another  enterprise  by  an independent certified public accountant or by an
appraiser  or  other  expert selected with reasonable care by the Corporation or
another  enterprise.  The  term  "another  enterprise" as used in this Section 4
shall  mean  any  other  corporation  or  any partnership, joint venture, trust,
employee benefit plan or other enterprise of which such person is or was serving
at  the  request  of  the Corporation as a director, officer, employee or agent.
The provisions of this Section 4 shall not be deemed to be exclusive or to limit
in  any  way  the  circumstances in which a person may be deemed to have met the
applicable  standard  of conduct set forth in Sections 1 or 2 of this Article X,
as  the  case  may  be.


                                      -12-
<PAGE>
     SECTION  5.  Indemnification  by  a  Court.  Notwithstanding  any  contrary
                  -----------------------------
determination  in  the  specific  case  under  Section  3 of this Article X, and
notwithstanding  the  absence  of  any determination thereunder, any director or
officer  may apply to any court of competent jurisdiction in the State of Nevada
for  indemnification  to the extent otherwise permissible under Sections 1 and 2
of  this  Article  X.  The  basis  of such indemnification by a court shall be a
determination  by  such court that indemnification of the director or officer is
proper  in  the circumstances because he or she has met the applicable standards
of  conduct  set forth in Sections 1 or 2 of this Article X, as the case may be.
Neither  a  contrary  determination in the specific case under Section 3 of this
Article  X nor the absence of any determination thereunder shall be a defense to
such  application  or  create a presumption that the director or officer seeking
indemnification  has  not met any applicable standard of conduct.  Notice of any
application for indemnification pursuant to this Section 5 shall be given to the
Corporation  promptly  upon  the  filing of such application.  If successful, in
whole  or in part, the director or officer seeking indemnification shall also be
entitled  to  be  paid  the  expense  of  prosecuting  such  application.

     SECTION  6.  Expenses  Payable in Advance.  Expenses incurred by a director
                  ----------------------------
or officer in defending or investigating a threatened or pending action, suit or
proceeding  shall be paid by the Corporation in advance of the final disposition
of  such  action,  suit  or  proceeding  upon receipt of an undertaking by or on
behalf  of  such director or officer to repay such amount if it shall ultimately
be  determined  that  he  or  she  is  not  entitled  to  be  indemnified by the
Corporation  as  authorized  in  this  Article  X.

     SECTION  7.  Nonexclusivity of Indemnification and Advancement of Expenses.
                  -------------------------------------------------------------
The  indemnification and advancement of expenses provided by or granted pursuant
to  this  Article  X  shall not be deemed exclusive of any other rights to which
those  seeking  indemnification or advancement of expenses may be entitled under
any  Bylaw, agreement, contract, vote of stockholders or disinterested directors
or  pursuant  to  the  direction  (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his or her official capacity and
as  to action in another capacity while holding such office, it being the policy
of  the  Corporation that indemnification of the persons specified in Sections 1
and  2  of  this Article X shall be made to the fullest extent permitted by law.
The  provisions  of  this  Article  X  shall  not  be  deemed  to  preclude  the
indemnification  of  any  person who is not specified in Sections 1 or 2 of this
Article  X,  but  whom  the Corporation has the power or obligation to indemnify
under  the  provisions of the General Corporation Law of the State of Nevada, or
otherwise.

     SECTION 8.  Insurance.  The Corporation may purchase and maintain insurance
                 ----------
on  behalf of any person who is or was a director or officer 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,
employee benefit plan or other enterprise against any liability asserted against
him  or  her  and incurred by him or her in any such capacity, or arising out of
his  status  as such, whether or not the Corporation would have the power or the
obligation  to  indemnify him or her against such liability under the provisions
of  this  Article  X.


                                      -13-
<PAGE>
     SECTION  9.  Certain  Definitions.  For  purposes  of  this  Article  X,
                  --------------------
references  to  "the  Corporation"  shall  include, in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in  a  consolidation  or  merger  which, if its separate
existence  had  continued,  would  have had power and authority to indemnify its
directors or officers, so that any person who is or was a director or officer of
such  constituent  corporation,  or  is  or  was  a  director or officer of such
constituent  corporation  serving at the request of such constituent corporation
as  a  director, officer, employee or agent of another corporation, partnership,
joint  venture, trust, employee benefit plan or other enterprise, shall stand in
the  same  position  under  the provisions of this Article X with respect to the
resulting  or surviving corporation as he or she would have with respect to such
constituent  corporation  if its separate existence had continued.  For purposes
of this Article X, references to "fines" shall include any excise taxes assessed
on a person with respect to an employee benefit plan; and references to "serving
at  the  request  of  the  Corporation" shall include any service as a director,
officer,  employee  or  agent  of  the  Corporation  which imposes duties on, or
involves  services  by,  such  director  or  officer with respect to an employee
benefit  plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner he or she reasonably believed to be in the interest of the
participants  and  beneficiaries  of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred  to  in  this  Article  X.

     SECTION  10.  Survival of Indemnification and Advancement of Expenses.  The
                   -------------------------------------------------------
indemnification and advancement of expenses provided by, or granted pursuant to,
this  Article  X  shall,  unless otherwise provided when authorized or ratified,
continue  as  to  a  person who has ceased to be a director or officer and shall
inure  to  the  benefit  of  the  heirs,  executors and administrators of such a
person.

     SECTION  11.  Limitation  on  Indemnification.  Notwithstanding  anything
                   -------------------------------
contained  in  this Article X to the contrary, except for proceedings to enforce
rights  to indemnification (which shall be governed by Section 5 of this Article
X),  the Corporation shall not be obligated to indemnify any director or officer
in  connection  with  a  proceeding  (or  part thereof) initiated by such person
unless  such  proceeding (or part thereof) was authorized or consented to by the
Board  of  Directors  of  the  Corporation.

     SECTION 12.  Indemnification of Employees and Agents.  The Corporation may,
                  ---------------------------------------
to  the  extent  authorized from time to time by the Board of Directors, provide
rights  to  indemnification  and to the advancement of expenses to employees and
agents  of  the  Corporation  similar  to  those  conferred in this Article X to
directors  and  officers  of  the  Corporation.

                                   ARTICLE XI
                                 Corporate Seal

     The corporate seal shall have inscribed thereon the name of the Corporation
and  may be used by causing it or a facsimile thereof to be impressed or affixed
or  in  any  other


                                      -14-
<PAGE>
manner reproduced.


                                   ARTICLE XII
                                   Amendments

     In  accordance  with  the  Corporation's  Articles  of Incorporation, these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation  or  the  board  of  directors; provided that notice of such repeal,
alteration,  amendment  or rescission be contained in the notice of such meeting
of  stockholders or the board of directors, as the case may be.  All such action
must  be  approved  by  either  the  holders  of not less than a majority of the
outstanding  shares of capital stock of the Corporation entitled to vote thereon
or  by  a  majority  of  the  entire board of directors, in each case at a legal
meeting  held  in  accordance  with  the  provisions  of  these  Bylaws.


                                      -15-
<PAGE>