BYLAWS

                                     OF

                    BED AND BISCUIT INNS OF AMERICA, INC.
                            a Nevada corporation


                                  ARTICLE I

                                   OFFICES

          Section 1.     PRINCIPAL OFFICES.  The principal office shall be in
the City of Las Vegas, County of Clark, State of Nevada.

          Section  2.     OTHER OFFICES.  The board of directors may  at  any
time establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.


                                 ARTICLE II

                          MEETINGS OF STOCKHOLDERS

          Section  1.     PLACE OF MEETINGS.  Meetings of stockholders  shall
be  held at any place within or without the State of Nevada designated by the
board  of  directors.  In the absence of any such designation,  stockholders'
meetings shall be held at the principal executive office of the corporation.

          Section   2.       ANNUAL   MEETINGS.   The  annual   meetings   of
stockholders  shall be held at a date and time designated  by  the  board  of
directors.   (At  such  meetings, directors shall be elected  and  any  other
proper business may be transacted by a plurality vote of stockholders.)

          Section  3.      SPECIAL  MEETINGS.   A  special  meeting  of   the
stockholders,  for any purpose or purposes whatsoever, unless  prescribed  by
statute or by the articles of incorporation, may be called at any time by the
president and shall be called by the president or secretary at the request in
writing of a majority of the board of directors, or at the request in writing
of  stockholders holding shares in the aggregate entitled to  cast  not  less
than a majority of the votes at any such meeting.

          The  request  shall  be in writing, specifying  the  time  of  such
meeting,  the  place  where it is to be held and the general  nature  of  the
business proposed to be transacted, and shall be delivered personally or sent
by  registered mail or by telegraphic or other facsimile transmission to  the
chairman of the board, the president, any vice president or the secretary  of
the  corporation.  The officer receiving such request forthwith  shall  cause
notice  to be given to the stockholders entitled to vote, in accordance  with

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the provisions of Sections 4 and 5 of this Article II, that a meeting will be
held at the time requested by the person or persons calling the meeting,  not
less than thirty-five (35) nor more than sixty (60) days after the receipt of
the  request.   If  the  notice is not given within twenty  (20)  days  after
receipt of the request, the person or persons requesting the meeting may give
the  notice.  Nothing contained in this paragraph of this Section 3 shall  be
construed  as  limiting,  fixing or affecting the  time  when  a  meeting  of
stockholders called by action of the board of directors may be held.

          Section  4.      NOTICE OF STOCKHOLDERS' MEETINGS.  All notices  of
meetings of stockholders shall be sent or otherwise given in accordance  with
Section 5 of this Article II not less than ten (10) nor more than sixty  (60)
days  before the date of the meeting being noticed.  The notice shall specify
the  place,  date and hour of the meeting and (i) in the case  of  a  special
meeting the general nature of the business to be transacted, or (ii)  in  the
case of the annual meeting those matters which the board of directors, at the
time of giving the notice, intends to present for action by the stockholders.
The  notice of any meeting at which directors are to be elected shall include
the  name  of  any  nominee or nominees which, at the  time  of  the  notice,
management intends to present for election.

          If  action  is proposed to be taken at any meeting for approval  of
(i)  contracts or transactions in which a director has a direct  or  indirect
financial interest, (ii) an amendment to the articles of incorporation, (iii)
a  reorganization of the corporation, (iv) dissolution of the corporation, or
(v) a distribution to preferred stockholders, the notice shall also state the
general nature of such proposal.

          Section  5.      MANNER  OF  GIVING NOTICE;  AFFIDAVIT  OF  NOTICE.
Notice of any meeting of stockholders shall be given either personally or  by
first-class  mail  or  telegraphic or other  written  communication,  charges
prepaid,  addressed  to the stockholder at the address  of  such  stockholder
appearing on the books of the corporation or given by the stockholder to  the
corporation  for the purpose of notice.  If no such address  appears  on  the
corporation's books or is given, notice shall be deemed to have been given if
sent by mail or telegram to the corporation's principal executive office,  or
if  published  at  least once in a newspaper of general  circulation  in  the
county where this office is located.  Personal delivery of any such notice to
any officer of a corporation or association or to any member of a partnership
shall constitute delivery of such notice to such corporation, association  or
partnership.   Notice shall be deemed to have been given  at  the  time  when
delivered  personally or deposited in the mail or sent by telegram  or  other
means  of written communication.  In the event of the transfer of stock after
delivery or mailing of the notice of and prior to the holding of the meeting,
it  shall  not be necessary to deliver or mail notice of the meeting  to  the
transferee.

          If  any  notice addressed to a stockholder at the address  of  such
stockholder  appearing on the books of the corporation  is  returned  to  the
corporation by the United States Postal Service marked to indicate  that  the
United  States  Postal  Service  is unable  to  deliver  the  notice  to  the
stockholder at such address, all future notices or reports shall be deemed to
have  been  duly given without further mailing if the same shall be available
to  the  stockholder upon written demand of the stockholder at the  principal
executive office of the corporation for a period of one year from the date of
the giving of such notice.

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          An  affidavit of the mailing or other means of giving any notice of
any  stockholders'  meeting  shall be executed by  the  secretary,  assistant
secretary  or any transfer agent of the corporation giving such  notice,  and
shall be filed and maintained in the minute book of the corporation.

          Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

          Section 6.     QUORUM.  The presence in person or by proxy  of  the
holders  of  a  majority of the shares entitled to vote  at  any  meeting  of
stockholders  shall  constitute a quorum for  the  transaction  of  business,
except  as  otherwise provided by statute or the articles  of  incorporation.
The  stockholders present at a duly called or held meeting at which a  quorum
is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any  action
taken  (other  than adjournment) is approved by at least a  majority  of  the
shares required to constitute a quorum.

          Section   7.       ADJOURNED  MEETING  AND  NOTICE  THEREOF.    Any
stockholders' meeting, annual or special, whether or not a quorum is present,
may  be adjourned from time to time by the vote of the majority of the shares
represented at such meeting, either in person or by proxy, but in the absence
of a quorum, no other business may be transacted at such meeting.

          When  any  meeting of stockholders, either annual  or  special,  is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at a meeting at which the
adjournment is taken.  At any adjourned meeting the corporation may  transact
any business which might have been transacted at the original meeting.

          Section  8.      VOTING.   Unless  a record  date  set  for  voting
purposes  be  fixed as provided in Section 1 of Article VII of these  bylaws,
only  persons  in  whose names shares entitled to vote  stand  on  the  stock
records of the corporation at the close of business on the business day  next
preceding the day on which notice is given (or, if notice is waived,  at  the
close  of  business on the business day next preceding the day on  which  the
meeting  is held) shall be entitled to vote at such meeting.  Any stockholder
entitled to vote on any matter other than elections of directors or officers,
may  vote part of the shares in favor of the proposal and refrain from voting
the  remaining  shares  or  vote  them against  the  proposal,  but,  if  the
stockholder fails to specify the number of shares such stockholder is  voting
affirmatively,  it  will  be  conclusively presumed  that  the  stockholder's
approving vote is with respect to all shares such stockholder is entitled  to
vote.   Such vote may be by voice vote or by ballot; provided, however,  that
all elections for directors must be by ballot upon demand by a stockholder at
any election and before the voting begins.

          When a quorum is present or represented at any meeting, the vote of
the  holders of a majority of the stock having voting power present in person
or  represented  by  proxy  shall decide any  question  brought  before  such
meeting,  unless the question is one upon which by express provision  of  the
statutes or of the articles of incorporation a different vote is required  in
which  case  such express provision shall govern and control the decision  of
such  question.   Every  stockholder of record of the  corporation  shall  be

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entitled at each meeting of stockholders to one vote for each share of  stock
standing in his name on the books of the corporation.

          Section  9.     WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS.
The  transactions at any meeting of stockholders, either annual  or  special,
however  called and noticed, and wherever held, shall be as valid  as  though
had  at  a  meeting duly held after regular call and notice, if a  quorum  be
present  either  in person or by proxy, and if, either before  or  after  the
meeting,  each person entitled to vote, not present in person  or  by  proxy,
signs a written waiver of notice or a consent to a holding of the meeting, or
an approval of the minutes thereof.  The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any regular or
special  meeting of stockholders, except that if action is taken or  proposed
to  be  taken  for approval of any of those matters specified in  the  second
paragraph  of Section 4 of this Article II, the waiver of notice  or  consent
shall  state the general nature of such proposal.  All such waivers, consents
or  approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

          Attendance of a person at a meeting shall also constitute a  waiver
of  notice  of such meeting, except when the person objects, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters not included in
the notice if such objection is expressly made at the meeting.

          Section  10.     STOCKHOLDER ACTION BY WRITTEN  CONSENT  WITHOUT  A
MEETING.   Any action which may be taken at any annual or special meeting  of
stockholders  may be taken without a meeting and without prior notice,  if  a
consent  in  writing, setting forth the action so taken,  is  signed  by  the
holders  of  outstanding shares having not less than the  minimum  number  of
votes  that would be necessary to authorize or take such action at a  meeting
at  which  all shares entitled to vote thereon were present and  voted.   All
such  consents shall be filed with the secretary of the corporation and shall
be  maintained  in the corporate records.  Any stockholder giving  a  written
consent, or the stockholder's proxy holders, or a transferee of the shares of
a  personal  representative  of the stockholder  of  their  respective  proxy
holders, may revoke the consent by a writing received by the secretary of the
corporation prior to the time that written consents of the number  of  shares
required to authorize the proposed action have been filed with the secretary.

          Section  11.     PROXIES.   Every  person  entitled  to  vote   for
directors  or  on any other matter shall have the right to do  so  either  in
person  or by one or more agents authorized by a written proxy signed by  the
person  and  filed with the secretary of the corporation.  A proxy  shall  be
deemed  signed if the stockholder's name is placed on the proxy  (whether  by
manual signature, typewriting, telegraphic transmission or otherwise) by  the
stockholder or the stockholder's attorney in fact.  A validly executed  proxy
which does not state that it is irrevocable shall continue in full force  and
effect  unless revoked by the person executing it, prior to the vote pursuant
thereto, by a writing delivered to the corporation stating that the proxy  is
revoked  or  by a subsequent proxy executed by, or attendance at the  meeting
and  voting  in person by the person executing the proxy; provided,  however,
that no such proxy shall be valid after the expiration of six (6) months from
the date of such proxy, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is to continue

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in  force, which in no case shall exceed seven (7) years from the date of its
execution.  Subject to the above and the provisions of Section 78.355 of  the
Nevada  General Corporation Law, 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.

          Section  12.     INSPECTORS OF ELECTION.   Before  any  meeting  of
stockholders,  the  board of directors may appoint  any  persons  other  than
nominees  for office to act as inspectors of election at the meeting  or  its
adjournment.  If no inspectors of election are appointed, the chairman of the
meeting  may,  and  on  the request of any stockholder or  his  proxy  shall,
appoint  inspectors  of election at the meeting.  The  number  of  inspectors
shall  be  either  one (1) or three (3).  If inspectors are  appointed  at  a
meeting on the request of one or more stockholders or proxies, the holders of
a  majority of shares or their proxies present at the meeting shall determine
whether  one (1) or three (3) inspectors are to be appointed.  If any  person
appointed  as  inspector  fails to appear or fails or  refuses  to  act,  the
vacancy  may  be filled by appointment by the board of directors  before  the
meeting, or by the chairman at the meeting.

          The duties of these inspectors shall be as follows:

               (a)  Determine the number of shares outstanding and the voting
power  of  each,  the shares represented at the meeting, the existence  of  a
quorum, and the authenticity, validity, and effect of proxies;

               (b)  Receive votes, ballots, or consents;

               (c)   Hear  and determine all challenges and questions  in
any way arising in connection with the right to vote;

               (d)  Count and tabulate all votes or consents;

               (e)  Determine the election result; and

               (f)   Do any other acts that may be proper to conduct  the
election or vote with fairness to all stockholders.


                                 ARTICLE III

                                  DIRECTORS

          Section  1.      POWERS.  Subject to the provisions of  the  Nevada
General  Corporation Law and any limitations in the articles of incorporation
and  these  bylaws  relating  to  action  required  to  be  approved  by  the
stockholders  or by the outstanding shares, the business and affairs  of  the
corporation  shall be managed and all corporate powers shall be exercised  by
or under the direction of the board of directors.

<PAGE>

          Without  prejudice to such general powers, but subject to the  same
limitations,  it is hereby expressly declared that the directors  shall  have
the power and authority to:

               (a)  Select and remove all officers, agents, and employees  of
the  corporation, prescribe such powers and duties for them  as  may  not  be
inconsistent  with law, with the articles of incorporation or  these  bylaws,
fix their compensation, and require from them security for faithful service.

               (b)   Change  the principal executive office or the  principal
business  office  from one location to another; cause the corporation  to  be
qualified  to  do  business  in any other state,  territory,  dependency,  or
foreign  country and conduct business within or without the State;  designate
any  place  within or without the State for the holding of any  stockholders'
meeting,  or  meetings,  including annual meetings; adopt,  make  and  use  a
corporate  seal, and prescribe the forms of certificates of stock, and  alter
the  form of such seal and of such certificates from time to time as in their
judgment  they  may deem best, provided that such forms shall  at  all  times
comply with the provisions of law.

               (c)   Authorize  the  issuance  of  shares  of  stock  of  the
corporation  from  time  to  time, upon such  terms  as  may  be  lawful,  in
consideration of money paid, labor done or services actually rendered,  debts
or securities cancelled, tangible or intangible property actually received.

               (d)   Borrow  money and incur indebtedness for the purpose  of
the  corporation,  and cause to be executed and delivered  therefor,  in  the
corporate  name,  promissory  notes,  bonds,  debentures,  deeds  of   trust,
mortgages, pledges, hypothecations, or other evidences of debt and securities
therefor.

          Section  2.      NUMBER  OF  DIRECTORS.  The authorized  number  of
directors shall be no fewer than two (2) nor more than seven (7).  The  exact
number  of  authorized directors shall be set by resolution of the  board  of
directors, within the limits specified above.  The maximum or minimum  number
of directors cannot be changed, nor can a fixed number be substituted for the
maximum and minimum numbers, except by a duly adopted amendment to this bylaw
duly approved by a majority of the outstanding shares entitled to vote.

          Section  3.      QUALIFICATION, ELECTION  AND  TERM  OF  OFFICE  OF
DIRECTORS.   Directors  shall  be  elected at  each  annual  meeting  of  the
stockholders to hold office until the next annual meeting, but  if  any  such
annual  meeting is not held or the directors are not elected  at  any  annual
meeting,  the directors may be elected at any special meeting of stockholders
held  for  that  purpose, or at the next annual meeting of stockholders  held
thereafter.  Each director, including a director elected to fill  a  vacancy,
shall  hold  office  until the expiration of the term for which  elected  and
until  a  successor  has  been elected and qualified  or  until  his  earlier
resignation or removal or his office has been declared vacant in  the  manner
provided in these bylaws.  Directors need not be stockholders.

<PAGE>

          Section  4.     RESIGNATION AND REMOVAL OF DIRECTORS.  Any director
may resign effective upon giving written notice to the chairman of the board,
the  president,  the secretary or the board of directors of the  corporation,
unless  the  notice  specifies a later time for  the  effectiveness  of  such
resignation, in which case such resignation shall be effective  at  the  time
specified.   Unless such resignation specifies otherwise, its  acceptance  by
the  corporation shall not be necessary to make it effective.  The  board  of
directors  may declare vacant the office of a director who has been  declared
of  unsound mind by an order of a court or convicted of a felony.  Any or all
of  the directors may be removed without cause of such removal is approved by
the  affirmative  vote of a majority of the outstanding  shares  entitled  to
vote.   No  reduction of the authorized number of directors  shall  have  the
effect of removing any director before his term of office expires.

          Section 5.     VACANCIES.  Vacancies in the board of directors, may
be  filled  by  a  majority of the remaining directors, though  less  than  a
quorum, or by a sole remaining director.  Each director so elected shall hold
office  until  the  next  annual  meeting of the  stockholders  and  until  a
successor has been elected and qualified.

          A  vacancy  in  the board of directors exists as to any  authorized
position  of  directors which is not then filled by a duly elected  director,
whether  caused  by death, resignation, removal, increase in  the  authorized
number of directors or otherwise.

          The  stockholders may elect a director or directors at any time  to
fill  any  vacancy  or vacancies not filled by the directors,  but  any  such
election  by written consent shall require the consent of a majority  of  the
outstanding  shares entitled to vote.  If the resignation of  a  director  is
effective  at a future time, the board of directors may elect a successor  to
take office when the resignation becomes effective.

          If after the filling of any vacancy by the directors, the directors
then  in  office  who have been elected by the stockholders shall  constitute
less  than a majority of the directors then in office, any holder or  holders
of  an aggregate of five percent or more of the total number of shares at the
time  outstanding  having the right to vote for such  directors  may  call  a
special  meeting of the stockholders to elect the entire board.  The term  of
office  of any director not elected by the stockholders shall terminate  upon
the election of a successor.

          Section 6.     PLACE OF MEETINGS.  Regular meetings of the board of
directors  shall be held at any place within or without the State  of  Nevada
that  has  been designated from time to time by resolution of the board.   In
the  absence  of  such designation, regular meetings shall  be  held  at  the
principal executive office of the corporation.  Special meetings of the board
shall  be  held at any place within or without the State of Nevada  that  has
been  designated in the notice of the meeting or, if not stated in the notice
or there is not notice, at the principal executive office of the corporation.
Any  meeting,  regular  or  special, may be held by conference  telephone  or
similar  communication equipment, so long as all directors  participating  in
such meeting can hear one another, and all such directors shall be deemed  to
be present in person at such meeting.

<PAGE>

          Section 7.     ANNUAL MEETINGS.  Immediately following each  annual
meeting  of stockholders, the board of directors shall hold a regular meeting
for  the  purpose of transaction of other business.  Notice of  this  meeting
shall not be required.

          Section  8.     OTHER REGULAR MEETINGS.  Other regular meetings  of
the  board of directors shall be held without call at such time as shall from
time  to time be fixed by the board of directors.  Such regular meetings  may
be  held without notice, provided the notice of any change in the time of any
such meetings shall be given to all of the directors.  Notice of a change  in
the  determination of the time shall be given to each director  in  the  same
manner as notice for special meetings of the board of directors.

          Section 9.     SPECIAL MEETINGS.  Special meetings of the board  of
directors  for  any  purpose or purposes may be called at  any  time  by  the
chairman of the board or the president or any vice president or the secretary
or any two directors.

          Notice of the time and place of special meetings shall be delivered
personally  or by telephone to each director or sent by first-class  mail  or
facsimile, charges prepaid, addressed to each director at his or her  address
as  it is shown upon the records of the corporation.  In case such notice  is
mailed,  it  shall be deposited in the United States mail at least  four  (4)
days prior to the time of the holding of the meeting.  In case such notice is
delivered  personally, or by telephone or facsimile, it  shall  be  delivered
personally or by telephone or facsimile at least forty-eight (48) hours prior
to  the time of the holding of the meeting.  Any oral notice given personally
or  by telephone may be communicated to either the director or to a person at
the  office  of the director who the person giving the notice has  reason  to
believe  will promptly communicate it to the director.  The notice  need  not
specify the purpose of the meeting nor the place if the meeting is to be held
at the principal executive office of the corporation.

          Section  10.     QUORUM.   A majority of the authorized  number  of
directors  shall constitute a quorum for the transaction of business,  except
to adjourn as hereinafter provided.  Every act or decision done or made by  a
majority of the directors present at a meeting duly held at which a quorum is
present  shall be regarded as the act of the board of directors,  subject  to
the  provisions  of  Section  78.140 of the Nevada  General  Corporation  Law
(approval  of contracts or transactions in which a director has a  direct  or
indirect  material  financial  interest),  Section  78.125  (appointment   of
committees), and Section 78.751 (indemnification of directors).  A meeting at
which  a  quorum  is  initially  present may continue  to  transact  business
notwithstanding the withdrawal of directors, if any action taken is  approved
by at least a majority of the required quorum for such meeting.

          Section  11.    WAIVER OF NOTICE.  The transactions of any  meeting
of the board of directors, however called and noticed or wherever held, shall
be  as  valid  as  though had at a meeting duly held after regular  call  and
notice  if  a  quorum be present and if, either before or after the  meeting,
each of the directors not present signs a written waiver of notice, a consent
to  holding the meeting or an approval of the minutes thereof.  The waiver of
notice  of  consent  need not specify the purpose of the meeting.   All  such
waivers, consents and approvals shall be filed with the corporate records  or
made a part of the minutes of the meeting.  Notice of a meeting shall also be

<PAGE>

deemed  given  to  any  director who attends the meeting without  protesting,
prior thereto or at its commencement, the lack of notice to such director.

          Section  12.    ADJOURNMENT.  A majority of the directors  present,
whether or not constituting a quorum, may adjourn any meeting to another time
and place.

          Section 13.    NOTICE OF ADJOURNMENT.  Notice of the time and place
of  holding  an  adjourned meeting need not be given, unless the  meeting  is
adjourned for more than twenty-four (24) hours, in which case notice of  such
time and place shall be given prior to the time of the adjourned meeting,  in
the  manner specified in Section 8 of this Article III, to the directors  who
were not present at the time of the adjournment.

          Section  14.     ACTION  WITHOUT MEETING.  Any action  required  or
permitted  to  be  taken by the board of directors may  be  taken  without  a
meeting,  if  all  members  of the board shall individually  or  collectively
consent in writing to such action.  Such action by written consent shall have
the  same  force  and effect as a unanimous vote of the board  of  directors.
Such  written  consent or consents shall be filed with  the  minutes  of  the
proceedings of the board.

          Section  15.    FEES AND COMPENSATION OF DIRECTORS.  Directors  and
members  of  committees  may receive such compensation,  if  any,  for  their
services,  and such reimbursement of expenses, as may be fixed or  determined
by  resolution of the board of directors.  Nothing herein contained shall  be
construed to preclude any director from serving the corporation in any  other
capacity  as  an  officer,  agent,  employee,  or  otherwise,  and  receiving
compensation  for  such services.  Members of special or standing  committees
may be allowed like compensation for attending committee meetings.


                                 ARTICLE IV

                                 COMMITTEES

          Section  1.      COMMITTEES OF DIRECTORS.  The board  of  directors
may,  by  resolution  adopted  by a majority  of  the  authorized  number  of
directors, designate one or more committees, each consisting of one  or  more
directors,  to  serve at the pleasure of the board.  The board may  designate
one or more directors as alternate members of any committees, who may replace
any  absent  member at any meeting of the committee.  Any such committee,  to
the  extent  provided  in the resolution of the board,  shall  have  all  the
authority of the board, except with regard to:

               (a)   the  approval of any action which, under the  Nevada
General Corporation Law, also requires stockholders' approval or approval
of the outstanding shares;

               (b)  the filing of vacancies on the board of directors  or
in any committees;

<PAGE>

               (c)   the  fixing  of  compensation of the  directors  for
serving on the board or on any committee;

               (d)  the amendment or repeal of bylaws or the adoption  of
new bylaws;

               (e)   the  amendment  or repeal of any resolution  of  the
board  of  directors which by its express terms is not  so  amendable  or
repealable;

               (f)    a   distribution   to  the  stockholders   of   the
corporation, except at a rate or in a periodic amount or within  a  price
range determined by the board of directors; or

               (g)   the appointment of any other committees of the board
of directors or the members thereof.

          Section  2.      MEETINGS AND ACTION BY COMMITTEES.   Meetings  and
action  of  committees shall be governed by, and held and taken in accordance
with,  the  provisions  of Article III, Sections 6  (place  of  meetings),  8
(regular meetings), 9 (special meetings and notice), 10 (quorum), 11  (waiver
of  notice),  12  (adjournment), 13 (notice of adjournment)  and  14  (action
without  meeting), with such changes in the context of those  bylaws  as  are
necessary  to  substitute  the committee and its members  for  the  board  of
directors  and  its  members, except that the time  or  regular  meetings  of
committees  may  be determined by resolutions of the board of  directors  and
notice of special meetings of committees shall also be given to all alternate
members,  who  shall have the right to attend all meetings of the  committee.
The  board  of directors may adopt rules for the government of any  committee
not  inconsistent with the provisions of these bylaws.  The committees  shall
keep  regular minutes of their proceedings and report the same to  the  board
when required.


                                  ARTICLE V

                                  OFFICERS

          Section 1.     OFFICERS.  The officers of the corporation shall  be
a  president, a secretary and a treasurer.  The corporation may also have, at
the  discretion of the board of directors, a chairman of the  board,  one  or
more  vice  presidents,  one  or  more assistant  secretaries,  one  or  more
assistant  treasurers,  and  such  other officers  as  may  be  appointed  in
accordance  with the provisions of Section 3 of this Article V.  Any  two  or
more offices may be held by the same person.

          Section  2.      ELECTION  OF  OFFICERS.   The  officers   of   the
corporation, except such officers as may be appointed in accordance with  the
provisions  of Section 3 or Section 5 of this Article V, shall be  chosen  by
the  board  of directors, and each shall serve at the pleasure of the  board,
subject  to  the  rights,  if  any,  of an  officer  under  any  contract  of
employment.   The board of directors at its first meeting after  each  annual
meeting  of  stockholders  shall  choose a president,  a  vice  president,  a
secretary  and a treasurer, none of whom need be a member of the board.   The
salaries of all officers and agents of the corporation shall be fixed by  the
board of directors.

<PAGE>

          Section  3.     SUBORDINATE OFFICERS, ETC.  The board of  directors
may appoint, and may empower the president to appoint, such other officers as
the  business of the corporation may require, each of whom shall hold  office
for  such period, have such authority and perform such duties as are provided
in the bylaws or as the board of directors may from time to time determine.

          Section  4.     REMOVAL AND RESIGNATION OF OFFICERS.  The  officers
of  the  corporation shall hold office until their successors are chosen  and
qualify.  Subject to the rights, if any, of an officer under any contract  of
employment, any officer may be removed, either with or without cause, by  the
board of directors, at any regular or special meeting thereof, or, except  in
case of an officer chosen by the board of directors, by any officer upon whom
such power or removal may be conferred by the board of directors.

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

          Section  5.      VACANCIES  IN OFFICES.  A vacancy  in  any  office
because  of death, resignation, removal, disqualification or any other  cause
shall  be  filled  in  the  manner prescribed in  these  bylaws  for  regular
appointments to such office.

          Section  6.     CHAIRMAN OF THE BOARD.  The chairman of the  board,
if  such an officer be elected, shall, if present, preside at all meetings of
the  board of directors and exercise and perform such other powers and duties
as  may  be  from time to time assigned to him by the board of  directors  or
prescribed  by  the bylaws.  If there is no president, the  chairman  of  the
board shall in addition be the chief executive officer of the corporation and
shall have the powers and duties prescribed in Section 7 of this Article V.

          Section  7.     PRESIDENT.  Subject to such supervisory powers,  if
any,  as may be given by the board of directors to the chairman of the board,
if  there  be  such  an officer, the president shall be the  chief  executive
officer of the corporation and shall, subject to the control of the board  of
directors,  have general supervision, direction and control of  the  business
and the officers of the corporation.  He shall preside at all meetings of the
stockholders and, in the absence of the chairman of the board, of if there be
none,  at all meetings of the board of directors.  He shall have the  general
powers and duties of management usually vested in the office of president  of
a  corporation,  and  shall  have such other powers  and  duties  as  may  be
prescribed by the board of directors or the bylaws.  He shall execute  bonds,
mortgages  and  other  contracts requiring a seal,  under  the  seal  of  the
corporation, except where required or permitted by law to be otherwise signed
and  executed  and  except where the signing and execution thereof  shall  be
expressly delegated by the board of directors to some other officer or  agent
of the corporation.

          Section  8.      VICE PRESIDENTS.  In the absence or disability  of
the  president, the vice presidents, if any, in order of their rank as  fixed

<PAGE>

by  the board of directors or, if not ranked, a vice president designated  by
the  board  of directors, shall perform all the duties of the president,  and
when  so  acting  shall have all the powers of, and be  subject  to  all  the
restrictions upon, the president.  The vice presidents shall have such  other
powers  and  perform such other duties as from time to time may be prescribed
for  them respectively by the board of directors or the bylaws, the president
or the chairman of the board.

          Section  9.     SECRETARY.  The secretary shall attend all meetings
of  the  board  of directors and all meetings of the stockholders  and  shall
record,  keep or cause to be kept, at the principal executive office or  such
other  place  as the board of directors may order, a book of minutes  of  all
meetings  of  directors, committees of directors and stockholders,  with  the
time  and place of holding, whether regular or special, and, if special,  how
authorized,  the  notice  thereof  given,  the  names  of  those  present  at
directors'   and  committee  meetings,  the  number  of  shares  present   or
represented at stockholders' meetings, and the proceedings thereof.

          The  secretary  shall keep, or cause to be kept, at  the  principal
executive  office  or at the office of the corporation's  transfer  agent  or
registrar,  as  determined by resolution of the board of directors,  a  share
register,  or  a  duplicate  share  register,  showing  the  names   of   all
stockholders  and their addresses, the number and classes of shares  held  by
each, the number and date of certificates issued for the same, and the number
and date of cancellation of every certificate surrendered for cancellation.

          The  secretary  shall  give, or cause to be given,  notice  of  all
meetings of stockholders and of the board of directors required by the bylaws
or  by law to be given, and he shall keep the seal of the corporation in safe
custody, as may be prescribed by the board of directors or by the bylaws.

          Section  10.    TREASURER.  The treasurer shall keep and  maintain,
or cause to be kept and maintained, adequate and correct books and records of
accounts  of  the  properties and business transactions of  the  corporation,
including  accounts  of  its  assets, liabilities,  receipts,  disbursements,
gains,  losses, capital, retained earnings and shares.  The books of  account
shall at all reasonable times be open to inspection by any director.

          The  treasurer shall deposit all moneys and other valuables in  the
name  and to the credit of the corporation with such depositories as  may  be
designated  by the board of directors.  He shall disburse the  funds  of  the
corporation as may be ordered by the board of directors, shall render to  the
president and directors, whenever they request it, an account of all  of  his
transactions  as treasurer and of the financial condition of the corporation,
and  shall  have  other  powers  and perform such  other  duties  as  may  be
prescribed by the board of directors or the bylaws.

          If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as  shall  be
satisfactory  to the board of directors for the faithful performance  of  the
duties  of his office and for the restoration to the corporation, in case  of
his  death,  resignation, retirement or removal from office,  of  all  books,
papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the corporation.

<PAGE>

                                 ARTICLE VI

             INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                              AND OTHER AGENTS

          Section  1.      ACTIONS  OTHER  THAN  BY  THE  CORPORATION.    The
corporation  may 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,  except
an  action by or in the right of the corporation, by reason of the fact  that
he 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, against expenses, including attorneys' fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by  him
in  connection with the action, suit or proceeding if he acted in good  faith
and  in a manner which he reasonably believed to be in or not opposed to  the
best  interests of the corporation, and, with respect to any criminal  action
or  proceeding, has no reasonable cause to believe his 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,
does not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to any criminal
action or proceeding, he had reasonable cause to believe that his conduct was
unlawful.

          Section  2.      ACTIONS BY THE CORPORATION.  The  corporation  may
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  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 against expenses, including amounts
paid  in settlement and attorneys' fees, actually and reasonably incurred  by
him in connection with the defense or settlement of the action or suit if  he
acted in good faith and in a manner which he reasonably believed to be in  or
not  opposed  to the best interests of the corporation.  Indemnification  may
not be made for any claim, issue or matter as to which such a person has been
adjudged  by  a  court  of competent jurisdiction, after  exhaustion  of  all
appeals  therefrom, to be liable to the corporation or for  amounts  paid  in
settlement to the corporation, unless and only to the extent that  the  court
in  which  the  action  or  suit  was brought or  other  court  of  competent
jurisdiction   determines  upon  application  that  in  view   of   all   the
circumstances  of the case, the person is fairly and reasonably  entitled  to
indemnity for such expenses as the court deems proper.

          Section  3.     SUCCESSFUL DEFENSE.  To the extent that a director,
officer,  employee  or agent of the corporation has been  successful  on  the
merits or otherwise in defense of any action, suit or proceeding referred  to
in  Sections 1 and 2, or in defense of any claim, issue or matter therein, he
must be indemnified by the corporation against expenses, including attorneys'
fees, actually and reasonably incurred by him in connection with the defense.

          Section  4.      REQUIRED  APPROVAL.   Any  indemnification   under
Sections  1 and 2, unless ordered by a court or advanced pursuant to  Section

<PAGE>

5,  must  be made by the corporation only as authorized in the specific  case
upon  a determination that indemnification of the director, officer, employee
or agent is proper in the circumstances.  The determination must be made:

               (a)  By the stockholders;

               (b)   By  the  board of directors by majority  vote  of  a
quorum  consisting of directors who were not parties to the act, suit  or
proceeding;

               (c)   If  a  majority  vote  of a  quorum   consisting  of
directors who were not parties to the act, suit or proceeding so  orders,
by independent legal counsel in a written opinion; or

               (d)   If  a  quorum consisting of directors who  were  not
parties to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.

          Section 5.     ADVANCE OF EXPENSES.  The articles of incorporation,
the  bylaws  or  an  agreement made by the corporation may provide  that  the
expenses  of officers and directors incurred in defending a civil or criminal
action,  suit  or  proceeding must be paid by the  corporation  as  they  are
incurred  and  in  advance of the final disposition of the  action,  suit  or
proceeding upon receipt of an undertaking by or on behalf of the director  or
officer  to  repay the amount if it is ultimately determined by  a  court  of
competent  jurisdiction  that he is not entitled to  be  indemnified  by  the
corporation.   The  provisions of this section do not affect  any  rights  to
advancement of expenses to which corporate personnel other than directors  or
officers may be entitled under any contract or otherwise by law.

          Section  6.      OTHER RIGHTS.  The indemnification and advancement
of expenses authorized in or ordered by a court pursuant to this Article VI:

               (a)   Does  not  exclude any other rights to  which  a  person
seeking indemnification or advancement of expenses may be entitled under  the
articles  of  incorporation or any bylaw, agreement, vote of stockholders  or
disinterested  directors or otherwise, for either an action in  his  official
capacity  or  an action in another capacity while holding his office,  except
that indemnification, unless ordered by a court pursuant to Section 2 or  for
the advancement of expenses made pursuant to Section 5, may not be made to or
on behalf of any director or officer if a final adjudication establishes that
his  acts  or omissions involved intentional misconduct, fraud or  a  knowing
violation of the law and was material to the cause of action.

               (b)   Continues for a person who has ceased to be a  director,
officer,  employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.

          Section  7.      INSURANCE.   The  corporation  may  purchase   and
maintain insurance 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 him and incurred by him in any such capacity,  or
arising out of his status as such, whether or not the corporation would  have

<PAGE>

the  power  to  indemnify him against such liability under the provisions  of
this Article VI.

          Section  8.     RELIANCE ON PROVISIONS.  Each person who shall  act
as  an  authorized representative of the corporation shall be  deemed  to  be
doing  so  in  reliance upon the rights of indemnification provided  by  this
Article.

          Section  9.      SEVERABILITY.  If any of the  provisions  of  this
Article  are  held  to  be invalid or unenforceable, this  Article  shall  be
construed  as  if it did not contain such invalid or unenforceable  provision
and  the remaining provisions of this Article shall remain in full force  and
effect.

          Section  10.     RETROACTIVE EFFECT.  To the  extent  permitted  by
applicable  law,  the rights and powers granted pursuant to this  Article  VI
shall  apply  to  acts  and actions occurring or in  progress  prior  to  its
adoption by the board of directors.


                                 ARTICLE VII

                              RECORDS AND BOOKS

          Section  1.      MAINTENANCE  OF SHARE REGISTER.   The  corporation
shall  keep  at  its  principal executive office, or at  the  office  of  its
transfer  agent  or registrar, if either be appointed and  as  determined  by
resolution  of  the board of directors, a record of its stockholders,  giving
the  names  and  addresses of all stockholders and the number  and  class  of
shares held by each stockholder.

          Section  2.     MAINTENANCE OF BYLAWS.  The corporation shall  keep
at  its  principal executive office, or if its principal executive office  is
not  in  this  State  at its principal business office  in  this  State,  the
original or a copy of the bylaws as amended to date, which shall be  open  to
inspection  by the stockholders at all reasonable times during office  hours.
If  the  principal executive office of the corporation is outside this  state
and  the  corporation has no principal business office  in  this  state,  the
secretary shall, upon the written request of any stockholder, furnish to such
stockholder a copy of the bylaws as amended to date.

          Section  3.      MAINTENANCE  OF  OTHER  CORPORATE  RECORDS.    The
accounting  books and records and minutes of proceedings of the  stockholders
and  the  board of directors and any committee or committees of the board  of
directors  shall be kept at such place or places designated by the  board  of
directors, or, in the absence of such designation, at the principal executive
office of the corporation.  The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or  in  any
other form capable of being converted into written form.

          Every director shall have the absolute right at any reasonable time
to  inspect  and copy all books, records and documents of every kind  and  to

<PAGE>

inspect  the  physical properties of this corporation and any  subsidiary  of
this corporation.  Such inspection by a director may be made in person or  by
agent or attorney and the right of inspection includes the right to copy  and
make  extracts.   The  foregoing rights of inspection  shall  extend  to  the
records of each subsidiary of the corporation.

          Section 4.     ANNUAL REPORT TO STOCKHOLDERS.  Nothing herein shall
be  interpreted as prohibiting the board of directors from issuing annual  or
other  periodic reports to the stockholders of the corporation as  they  deem
appropriate.

          Section  5.      FINANCIAL  STATEMENTS.   A  copy  of  any   annual
financial  statement  and any income statement of the  corporation  for  each
quarterly period of each fiscal year, and any accompanying balance  sheet  of
the corporation as of the end of each such period, that has been prepared  by
the  corporation shall be kept on file in the principal executive  office  of
the corporation for twelve (12) months.

          Section  6.      ANNUAL  LIST OF DIRECTORS, OFFICERS  AND  RESIDENT
AGENT.  The corporation shall, on or before April 9, 2003 of each year,  file
with the Secretary of State of the State of Nevada, on the prescribed form, a
list of its officers and directors and a designation of its resident agent in
Nevada.


                                ARTICLE VIII

                          GENERAL CORPORATE MATTERS

          Section  1.      RECORD  DATE.   For purposes  of  determining  the
stockholders  entitled to notice of any meeting or to  vote  or  entitled  to
receive  payment  of any dividend or other distribution or allotment  of  any
rights  or  entitled to exercise any rights in respect of  any  other  lawful
action,  the  board  of directors may fix, in advance, a record  date,  which
shall  not be more than sixty (60) days nor less than ten (10) days prior  to
the date of any such meeting nor more than sixty (60) days prior to any other
action, and in such case only stockholders of record on the date so fixed are
entitled  to  notice and to vote or to receive the dividend, distribution  or
allotment  of  rights  or  to  exercise the  rights,  as  the  case  may  be,
notwithstanding  any transfer of any shares on the books of  the  corporation
after the record date fixed as aforesaid, except as otherwise provided in the
Nevada General Corporation Law.

          If the board of directors does not so fix a record date:

               (a)  The record date for determining stockholders entitled  to
notice  of or to vote at a meeting of stockholders shall be at the  close  of
business  on the day next preceding the day on which notice is given  or,  if
notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.

<PAGE>

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

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

          Section  2.      CLOSING  OF  TRANSFER BOOKS.   The  directors  may
prescribe a period not exceeding sixty (60) days prior to any meeting of  the
stockholders  during  which  no  transfer  of  stock  on  the  books  of  the
corporation  may  be made, or may fix a date not more than  sixty  (60)  days
prior  to the holding of any such meeting as the day as of which stockholders
entitled  to  notice of and to vote at such meeting shall be determined;  and
only  stockholders of record on such day shall be entitled to  notice  or  to
vote at such meeting.

          Section  3.     REGISTERED STOCKHOLDERS.  The corporation shall  be
entitled to recognize the exclusive right of a person registered on its books
as  the owner of shares to receive dividends, and to vote as such owner,  and
to  hold liable for calls and assessments a person registered on its books as
the  owner  of  shares, and shall not be bound to recognize any equitable  or
other  claim to or interest in such share or shares on the part of any  other
person, whether or not it shall have express or other notice thereof,  except
as otherwise provided by the laws of Nevada.

          Section  4.      CHECKS,  DRAFTS, EVIDENCES OF  INDEBTEDNESS.   All
checks, drafts or other orders for payment of money, notes or other evidences
of  indebtedness, issued in the name of or payable to the corporation,  shall
be  signed or endorsed by such person or persons and in such manner as,  from
time to time, shall be determined by resolution of the board of directors.

          Section  5.     CORPORATE CONTRACTS AND INSTRUMENTS; HOW  EXECUTED.
The  board  of  directors,  except as in the bylaws otherwise  provided,  may
authorize  any  officer  or  officers, agent or agents,  to  enter  into  any
contract  or  execute  any instrument in the name of and  on  behalf  of  the
corporation,  and  such  authority may be general  or  confined  to  specific
instances; and, unless so authorized or ratified by the board of directors or
within  the agency power or authority to bind the corporation by any contract
or  engagement or to pledge its credit or to render it liable for any purpose
or to any amount.

          Section  6.      STOCK CERTIFICATES.  A certificate or certificates
for  shares of the capital stock of the corporation shall be issued  to  each
stockholder  when any such shares are fully paid, and the board of  directors
may  authorize the issuance of certificates or shares as partly paid provided
that such certificates shall state the amount of the consideration to be paid
therefor  and the amount paid thereon.  All certificates shall be  signed  in
the  name  of the corporation by the president or vice president and  by  the
treasurer  or  an  assistant  treasurer or the  secretary  or  any  assistant
secretary, certifying the number of shares and the class or series of  shares
owned by the stockholder.  When the corporation is authorized to issue shares
of  more than one class or more than one series of any class, there shall  be
set  forth upon the face or back of the certificate, or the certificate shall
have  a statement that the corporation will furnish to any stockholders  upon
request  and without charge, a full or summary statement of the designations,

<PAGE>

preferences and relatives, participating, optional or other special rights of
the  various  classes  of  stock or series thereof  and  the  qualifications,
limitations or restrictions of such rights, and, if the corporation shall  be
authorized  to issue only special stock, such certificate must set  forth  in
full or summarize the rights of the holders of such stock.  Any or all of the
signatures  on  the  certificate  may be facsimile.   In  case  any  officer,
transfer  agent or registrar who has signed or whose facsimile signature  has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer,  transfer
agent or registrar at the date of issue.

          No  new  certificate for shares shall be issued  in  place  of  any
certificate theretofore issued unless the latter is surrendered and  canceled
at  the  same time; provided, however, that a new certificate may  be  issued
without  the  surrender  and  cancellation of  the  old  certificate  if  the
certificate  thereto  fore issued is alleged to have  been  lost,  stolen  or
destroyed.   In  case  of  any  such  allegedly  lost,  stolen  or  destroyed
certificate,  the  corporation may require the owner  thereof  or  the  legal
representative  of  such  owner  to give the corporation  a  bond  (or  other
adequate security) sufficient to indemnify it against any claim that  may  be
made  against  it  (including any expense or liability)  on  account  of  the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

          Section 7.     DIVIDENDS.  Dividends upon 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.  Dividends may be paid in cash, in property,  or  in
shares  of  the capital stock, subject to the provisions of the  articles  of
incorporation.

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

          Section  8.      FISCAL YEAR.  The fiscal year of  the  corporation
shall be fixed by resolution of the board of directors.

          Section  9.      SEAL.   The  corporate seal shall  have  inscribed
thereon  the name of the corporation, the year of its incorporation  and  the
words "Corporate Seal, Nevada."

          Section 10.    REPRESENTATION OF SHARES OF OTHER CORPORATIONS.  The
chairman  of  the board, the president, or any vice president, or  any  other
person  authorized  by resolution of the board of directors  by  any  of  the
foregoing  designated  officers, is authorized  to  vote  on  behalf  of  the
corporation  any  and  all shares of any other corporation  or  corporations,
foreign  or domestic, standing in the name of the corporation.  The authority
herein  granted  to  said  officers to vote or represent  on  behalf  of  the
corporation  any  and  all  shares  held by  the  corporation  in  any  other
corporation or corporations may be exercised by any such officer in person or
by any person authorized to do so by proxy duly executed by said officer.

<PAGE>

          Section  11.     CONSTRUCTION AND DEFINITIONS.  Unless the  context
requires  otherwise,  the  general provisions,  rules  of  construction,  and
definitions  in  the  Nevada  General  Corporation  Law  shall   govern   the
construction  of  the  bylaws.   Without  limiting  the  generality  of   the
foregoing,  the  singular  number includes  the  plural,  the  plural  number
includes the singular, and the term "person" includes both a corporation  and
a natural person.


                                 ARTICLE IX

                                 AMENDMENTS

          Section  1.      AMENDMENT  BY STOCKHOLDERS.   New  bylaws  may  be
adopted or these bylaws may be amended or repealed by the affirmative vote of
a  majority  of  the outstanding shares entitled to vote, or by  the  written
assent  of  stockholders entitled to vote such shares,  except  as  otherwise
provided by law or by the articles of incorporation.

          Section  2.     AMENDMENT BY DIRECTORS.  Subject to the  rights  of
the  stockholders  as provided in Section 1 of this Article,  bylaws  may  be
adopted, amended or repealed by the board of directors.

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                          CERTIFICATE OF SECRETARY




          I, the undersigned, do hereby certify:

          1.    That  I am the duly elected and acting secretary of  Bed  and
Biscuit Inns of America, Inc., a Nevada corporation; and

          2.    That  the  foregoing Bylaws, comprising nineteen (19)  pages,
constitute the Bylaws of said corporation as duly adopted and approved by the
board  of directors of said corporation by a Unanimous Written Consent  dated
as of April 9, 2003 and duly adopted and approved by the stockholders of said
corporation at a special meeting held on April 9, 2003.

          IN  WITNESS WHEREOF, I have hereunto subscribed my name and affixed
the seal of said corporation this 9th day of April, 2003.



                                   /S/Roxana Vargas
                                   Roxana Vargas, Secretary