EXHIBIT 3(ii)


                                     BY-LAWS

                                       OF

                            PREVENTION INSURANCE.COM

                                    ARTICLE I

                                     OFFICES

         Section 1. Principal  Office.  The principal  office of the Corporation
shall be located in the City of Las Vegas, County of Clark, Nevada.

         Section 2. Other Offices. In addition to the principal office at 2770
S. Maryland Pky. #403A, Las Vegas, Nevada, other offices may also be maintained
at such other place or places, either within or without the State of Nevada, as
may be designated from time to time by the Board of Directors, where any and all
business of the Corporation may be transacted, and where meetings of the
stockholders and of the Directors may be held with the same affect as though
done or held at said principal office.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. Annual Meetings. The annual meeting of the stockholders,
commencing with the year 2001, shall be held at the principal office of the
Corporation at 2770 S. Maryland Pky. #403A, Las Vegas, Nevada, or at such other
place as may be specified or fixed in the notice of such meetings on the August
1 of each and every year at 10:00 o'clock in the A.M>, for the election of
directors and for the transaction of such other business as may properly come
before said meeting. If the day fixed for the annual meeting shall be a legal
holiday, such meeting shall be held on the next succeeding business day. If the
election of directors shall not be held on the day designated herein for any
annual meeting, or at the adjournment thereof, the Board of Directors shall
cause the election to be held at a meeting of the stockholders as soon
thereafter as may conveniently be had.

         Section 2. Notice of Annual Meeting. The Secretary shall mail, in the
manner provided in Section 5 of Article II of these By-Laws, or deliver a
written or printed notice of each annual meeting to each stockholder of record,
entitled to vote thereat, or may notify by telegram, at least ten and not more
than sixty days before the date of such meeting.

         Section 3. Place of Meeting. The Board of Directors may designate any
place either within or without the State of Nevada as the place of meeting for
any annual meting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all stockholders may designate any place either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meting shall be the principal office of the Corporation in the
State of Nevada, except as otherwise provided in Section 6, Article II of these
By-Laws, entitled "Meeting of All Stockholders."

         Section 4. Special Meetings. Special meetings of the stockholders shall
be held at the principal office of the Corporation or at such other place as
shall be specified or fixed in a notice thereof. Such meetings of the
stockholders may be called at any time by the President or Secretary, or by a
majority of the Board of Directors then in office, and shall be called by the
President with or without Board approval on the written request of the holders
of record of at least fifty percent (50%) of the number of shares of the
Corporation then outstanding and entitled to vote, which written request shall
state the object of such meeting.

         Section 5. Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President or Secretary to
each stockholder of record entitled to vote at


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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 address
as it appears on the records of the Corporation, with postage prepaid. Any
stockholder may at any time, by a duly signed statement in writing to that
effect, waive any statutory or other notice of any meeting, whether such
statement is signed before or after such meeting.

         Section 6. Meeting of All Stockholders. If all the stockholders shall
meet at any time and place, either within or without the State of Nevada, and
consent to the holding of the meeting at such time and place, such meeting shall
be valid without call or notice and at such meeting any corporate action may be
taken.

         Section 7. Quorum. At all stockholder's meetings, the presence in
person or by proxy of the holders of a majority of the outstanding stock
entitled to vote shall be necessary to constitute a quorum for the transaction
of business, but a lesser number may adjourn to some future time not less than
seven nor more than twenty-one days later, and the Secretary shall thereupon
give at least three days notice by mail to each stockholder entitled to vote who
is absent from such meeting.

         Section 8. Mode of Voting. At all meetings of the stockholders the
voting may be voice vote, but any qualified voter may stock vote whereupon such
stock vote shall be taken by ballot, each of which shall state the name of he
stockholder voting and the number of shares voted by him and, if such ballot be
cast by proxy, it shall also state the name of such proxy; provided, however,
that the mode of voting prescribed by statute for any particular case shall in
such case be followed.

         Section 9. Proxies. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event any such instrument in writing shall designate two or more
persons to act as proxies, a majority of such persons present at he meeting, or,
if only one shall be present, then that one shall have and may exercise all of
the powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No such proxy shall be
valid after the expiration of six months from the date of its execution, unless
coupled with an interest, or unless the person executing it specified therein
the length of time for which it is to continue in force, which in no case shall
exceed seven years from the date of its execution. Subject to the above, any
proxy duly executed is not revoked and continues in full force and effect until
an instrument revoking it or a duly executed proxy bearing a later date is filed
with the Secretary of the Corporation. At no time shall any proxy be valid which
shall be filed less than ten hours before the commencement of the meeting.

         Section 10. Voting Lists. The officer or agent in charge of the
transfer books for shares of the Corporation shall make, at least three days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order with the number
of shares held by each, which list for a period of two days prior to such
meeting shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any stockholder at any time during the whole
time of the meeting. The original share ledger or transfer book, or duplicate
thereof, kept in this state, shall be prima facie evidence as to who are the
stockholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of stockholders.

         Section 11. Closing Transfer Books or Fixing of Record Date. For the
purpose of determining stockholders entitled to notice or to vote at any meeting
of stockholders, the Board of Directors of the Corporation may provide that the
stock transfer books be closed for a stated period but not to exceed in any case
sixty (60) days before such determination. If the stock transfer books be closed
for the purpose of determining stockholders entitled to notice of a meeting of
stockholders, such books shall be closed for at least fifteen days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date in any case to be not more than sixty
(60) days, nor less than ten (10) days prior to the date on which the particular
action, requiring such determination of stockholders, is to be taken. If the
stock transfer books are not closed and no record date is fixed for
determination of stockholders entitled to notice of a meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record date for such determinations of shareholders.

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         Section 12. Voting of Shares. Subject to the provisions of Section 14
of this Article, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to vote at a meeting of stockholders.

         Section 13. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the By-Laws of such corporation may prescribe, or, in the
absence of such provisions, as the Board of Directors of such corporation may
determine.

         Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary either
in person or by proxy, but no guardian, conservator or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court at which the receiver was
appointed.

         A stockholder whose shares are pledged shall be entitled to vote such
shares until shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any time, but shares of
its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of shares at any given time.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. General Powers. The Board of Directors shall have the
control and general management of the affairs and business of the Corporation.
Such directors shall in all cases act as a Board, regularly convened, by a
majority, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the Corporation, as they may deem proper, not
inconsistent with these By-Laws, the Articles of Incorporation and the laws of
the State of Nevada. The Board of Directors shall further have the right to
delegate certain other powers to the Executive Committee as provided in these
By-Laws.

         Section 2. The Number of Directors. The affairs and business of the
Corporation shall be managed by a Board of Directors consisting of three (3)
members, at least one of whom shall be a citizen of the United States, and all
of whom shall be of full age.

         Section 3. Election. The Directors of the Corporation shall be elected
at the annual meeting of the stockholders, except as herein otherwise provided
for filling vacancies. Each director shall hold office for a term of one year
and until his successor shall have been duly chosen and shall have qualified, or
until his death, or until he shall resign or shall have been removed in the
manner hereinafter provided.

         Section 4. Vacancies in the Board. Any vacancies in the Board of
Directors occurring during the year through death, resignation, removal or other
cause, including vacancies caused by an increase in the number of directors,
shall be filled for the unexpired portion of the term at any special meeting of
the Board called for that purpose, or at any regular meeting thereof; provided,
however, that in the event the remaining directors do not represent a quorum of
the number set forth in Section 2 hereof, a majority of such remaining directors
may elect directors to fill any vacancies then existing.

         Section 5. Directors Meetings. Annual meeting of the Board of Directors
shall be held each year immediately following the annual meeting of
stockholders. Other regular meetings of the Board of Directors shall from time
to time by resolution be prescribed. No further notice of such annual or regular
meeting of the Board of Directors need be given.

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         Section 6. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any to directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Nevada, as the place
for holding any special meeting of the Board of Directors called by them.

         Section 7. Notice. Notice of any special meeting shall be given at last
twenty-four hours previous thereto by written notice if personally delivered, or
five days previous thereto if mailed to each director at his business address,
or by telegram. If mailed, such notice shall be deemed to have been delivered
when deposited in the United States mail so addressed, with postage thereon
prepaid. If notice is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. The attendance of a director at any 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.

         Section 8. Chairman. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the President, the
directors present shall choose by majority vote a director to preside as
Chairman.

         Section 9. Quorum and Manner of Acting. A majority of the directors,
whose number is designated in Section 2 herein, shall constitute a quorum for
the transaction of business at any meeting and the act of a majority of the
directors present shall be the act of the Board of Directors. In the absence of
a quorum, the majority of the directors present may adjourn the meeting from
time to time until a quorum be had. Notice of any adjourned meeting need not be
given. The directors shall act only as a Board and the individual directors
shall have no power as such.

         Section 10. Removal of Directors. Any one or more of the directors may
be removed either with or without cause at any time by a vote or the written
consent of the stockholders representing not less than two-thirds of the issued
and outstanding capital stock entitled to voting power.

         Section 11.  Voting.  At all meetings of the Board of  Directors,  each
director is to have one vote,  irrespective  of the number of shares of stock he
may hold.

         Section 12. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board, and may be paid a fixed sum for attendance at meetings or a stated
salary of directors. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefore.

         Section 13. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken, shall be conclusively presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by or registered certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.

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                                   ARTICLE IV

                               EXECUTIVE COMMITTEE

         Section 1. Number and Election. The Board of Directors may, in its
discretion, appoint from its membership an Executive Committee of two or more
directors, each to serve at the pleasure of the Board of Directors.

         Section 2. Authority. The Executive Committee is authorized to take any
action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance of
shares of capital stock, to amend the By-Laws, or to take any action
specifically prohibited by the BY-Laws, or a resolution of the Board of
Directors. Ant authorized action taken by the Executive Committee shall be as
effective as if it had been taken by the full Board of Directors.

         Section 3. Regular Meetings. Regular meetings of the Executive
Committee may be held within or without the State of Nevada at such time and
place as the Executive Committee may provide from time to time.

         Section  4.  Special  Meetings.   Special  meetings  of  the  Executive
Committee  may be called at the  request of the  President  or any member of the
Executive Committee.

         Section 5. Notice. Notice of any special meeting shall be given at
least one day previous thereto by written notice, telephone, telegram or in
person. Neither the business to be transacted at, nor the purpose of a regular
or special meeting of the Executive Committee need be specified in the notice or
waiver of notice of such meeting. A member may waive notice of any meeting of
the Executive Committee. The attendance of a member at any meeting shall
constitute a waiver of notice of such meeting, except where a member attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

         Section 6. Quorum. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting of the
Executive Committee: provided that if fewer than a majority of the members are
present at said meeting a majority of the members present may adjourn the meting
from time to time without further notice.

         Section 7. Manner of Acting. The act of the majority of the members
present at a meeting at which a quorum is present shall be the act of the
Executive Committee, and said Committee shall keep regular minutes of its
proceedings which shall at all times be open for inspection by the Board of
Directors.

         Section 8. Presumption of Assent. A member of the Executive Committee
who is present at a meeting of the Executive Committee at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the secretary of the meeting before the adjournment thereof, or shall forward
such dissent by or registered certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a member of the Executive Committee who voted in favor of such
action.

                                    ARTICLE V

                                    OFFICERS

         Section 1. Number. The officers of the Corporation shall be a
President, a Vice President, a Treasurer and a Secretary and such other and
subordinate officers as the Board of Directors may from time to time elect. One
person may hold the office and perform the duties of one or more of said
offices, except those of President and Secretary. No officer need be a member of
the Board of Directors.

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         Section 2. Election, Term of Office, Qualifications. The officers of
the Corporation shall be chosen by the Board of Directors and they shall be
elected annually at the meeting of the Board of Directors held immediately after
each annual meeting of stockholders except as hereinafter otherwise provided for
filling vacancies. Each officer shall hold his office until his successor shall
have been duly chosen and shall have qualified, or until his death, or until he
shall resign or shall have been removed in the manner hereinafter provided.

         Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors at any time whenever
in its judgment the best interests of the Corporation would be served thereby,
and such removal shall be without prejudice to the contract rights, if any, of
the person so removed.

         Section 4.  Vacancies.  All  vacancies in any office shall be filled by
the Board of Directors  without  undue delay,  at any regular  meeting,  or at a
meeting specially called for that purpose.

         Section 5. The President. The President shall be the chief executive
officer of the Corporation and shall have general supervision over the business
of the Corporation and over its several officers, subject, however, to the
control of the Board of Directors. He may sign, with the Treasurer or with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of Directors, certificates for shares of the capital stock of the
Corporation; may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments authorized by the Board of
Directors, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to some other
officer or agent of the Corporation; and in general shall perform all the duties
incident to the duties of the President, and such other duties as from time to
time may be assigned to him by the Board of Directors.

         Section 6. Vice President. The Vice President shall in the absence or
incapacity of the President, or as ordered by the board of Directors, perform
the duties of the President, or such other duties or functions as may be given
to him by the Board of Directors from time to time.

         Section 7. Treasurer. The Treasurer shall have the care and custody of
all the funds and securities of the Corporation and deposit the same in the name
of the Corporation in such bank or trust company as the Board of Directors may
designate; he may sign or countersign all checks, drafts and orders for the
payment of money and may pay out and dispose of same under the direction of the
Board of Directors, and may sign or countersign all notes or other obligations
of indebtedness of the Corporation; he may sign with the President or Vice
President, certificates for shares of stock of the Corporation; he shall at all
reasonable times exhibit the books and accounts to any director or stockholder
of the Corporation under application at the office of the company during
business hours; and he shall, in general, perform all the duties as from time to
time may be assigned to him by the President or the Board of Directors. The
Board of Directors may at its discretion require of each officer authorized to
disburse funds of the Corporation a bond in such amount as it deems adequate.

         Section 8. Secretary. The Secretary shall keep the minutes of the
meetings of the Board of Directors and also the minutes of the meetings of the
stockholders; he shall attend to the giving and serving of all notices of the
Corporation and shall affix the seal of the Corporation to all certificates of
stock, when signed and countersigned by the duly authorized officers; he may
sign certificates for shares of stock of the Corporation; he may sign or
countersign all checks, drafts and orders for the payment of money; he shall
have charge of the certificate book and such other books and papers as the Board
may direct; he shall keep a stock book containing the names, alphabetically
arranged, of all persons who are stockholders of the Corporation, showing their
places of residence, the number of shares of stock held by them respectively,
the time when they respectively became the owners thereof, and the amount paid
thereof; and he shall, in general, perform all the 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.

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         Section 9. Other Officers. The Board of Directors may authorize and
empower other persons or other officers appointed by it to perform the duties
and functions of the officers specifically designated above by special
resolution in each case.

         Section 10. Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurers shall respectively, as may be required by the Board of
Directors, to give bonds for the faithful discharge of their duties, in such
sums and with such sureties as the Board of Directors shall determine. The
Assistant Secretaries as thereunto authorized by the Board of Directors may sign
with the President or Vice President certificates for shares of the capital
stock of the Corporation, the issue of which shall have been authorized by
resolution of the Board of Directors. The Assistant Treasurers and Assistant
Secretaries shall, in general, perform such duties as may be assigned to them by
the Treasurer and Secretary respectively, or by the President or by the Board of
Directors.

                                   ARTICLE VI

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Except as hereinafter stated otherwise, the Corporation shall indemnify
all of its officers and directors, past, present and future, against any and all
expenses incurred by them, and each of them, including but not limited to legal
fees, judgments and penalties which may be incurred, rendered or levied in any
legal action brought against any or all of them for or on account of any act or
omission alleged to have been committed while acting within the scope of their
duties as officers or directors of this Corporation.

                                   ARTICLE VII

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or to 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.

         Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors or approved by a loan committee appointed
by the Board of Directors and charged with the duty of supervising investments.
Such authority may be general or confined to specific instances.

         Section 3. Checks, Drafts, etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolutions of the Board of Directors.

         Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

                                  ARTICLE VIII

                                  CAPITAL STOCK

         Section 1. Certificates for Shares. Certificates for shares of stock of
the Corporation shall be in such form as shall be approved by the incorporators
or by the Board of Directors. The certificates shall be numbered in the order of
their issue, shall be signed by the President or the Vice President and by the
Secretary or the Treasurer, or by such other person or officer as may be
designated by the Board of Directors; provided, however, that no certificate
shall be both signed and countersigned by the same person; and the seal of the
Corporation shall be affixed thereto, with said signatures of the said duly
designated officers. Every certificate authenticated by a facsimile of such
signatures and seal must be countersigned by a Transfer Agent to be appointed by
the Board of Directors, before issuance.

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         Section 2. Transfer of Stock. Shares of the Stock of the Corporation
may be transferred by the delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of the Corporation,
signed by the person appearing by the certificate to be the owner of the shares
represented thereby, together with all necessary federal and state transfer tax
stamps affixed and shall be transferable on the books of the Corporation upon
surrender thereof so signed or endorsed. The person registered on the books of
the Corporation as the owner of any shares of stock shall be entitled to all the
rights of ownership with respect to such shares.

         Section 3. Regulations. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or 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 or destroyed.

                                   ARTICLE IX

                                    DIVIDENDS

         Section 1. The Corporation shall be entitled to treat the holder of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other clam to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as expressly provided by the laws of Nevada.

         Section 2. Dividends on the capital stock of the Corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.

         Section 3. The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen days preceding the date fixed for
holding any meeting, annual or special of the stockholders, or the day appointed
for the payment of a dividend.

         Section 4. Before payment of ay dividend or making any distribution of
profits, there may be set aside out of the funds of the Corporation available
for dividends, such sum or sums as the directors may from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any such other purpose as the directors shall think
conducive to the interest of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.

                                    ARTICLE X

                                      SEAL

         The Board of Directors shall provide a Corporate seal which shall be in
the form of a Circle and shall bear the full name of the Corporation, the year
of its incorporation and the words "Corporate Seal, State of Nevada."

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                                   ARTICLE XI

                                   FISCAL YEAR

         The fiscal year of the Corporation shall end on the 30th day of April
of each year.

                                   ARTICLE XII

                                WAIVER OF NOTICE

         Whenever any notice whatever is required to be given under the
provisions of these By-Laws, or under he laws of the State of Nevada, or under
the provisions of the Articles of Incorporation, a waiver in writing signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                  ARTICLE XIII

                                   AMENDMENTS

         These by-Laws may be altered, amended or repealed and new By-Laws may
be adopted at any regular or special meeting of the stockholders by a vote of
the stockholders owning a majority of the shares and entitled to vote thereat.
These By-Laws may also be altered, amended or repealed and new By-Laws may be
adopted at any regular or special meeting of the Board of Directors of the
Corporation (if notice of such alteration or repeal be contained in the notice
of such special meeting) by a majority vote of the directors present at the
meeting at which a quorum is present, but any such amendment shall not be
inconsistent with or contrary to the provision of any amendment adopted by the
stockholders,

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