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                                                                     EXHIBIT 3.3


                           BY-LAWS FOR THE REGULATION
                     EXCEPT AS OTHERWISE PROVIDED BY STATUTE
                       OR ITS ARTICLES OF INCORPORATION OF
                      WILTEX A, INC., A NEVADA CORPORATION

                                    * * * * *

                                   ARTICLE I.
                                     OFFICES

Section 1. PRINCIPAL OFFICE. The principal office for the transaction of the
business of the corporation is hereby fixed and located at 202 N. Curry Street,
Suite 100, Carson City, Nevada 89703-4121, being the offices of State Agent and
Transfer Syndicate, Inc. The board of directors is hereby granted full power and
authority to change said principal office from one location to another in the
State of Nevada.

Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be
established by the board of directors at any place or places where the
corporation is qualified to do business.

                                   ARTICLE II.
                            MEETINGS OF SHAREHOLDERS

Section 1. MEETING PLACE. All annual meetings of shareholders and all other
meetings of shareholders shall be held either at the principal office or at any
other place within or without the State of Nevada which may be designated either
by the board of directors, pursuant to authority hereinafter granted to said
board, or by the written consent of all shareholders entitled to vote thereat,
given either before or after the meeting and filed with the Secretary of the
corporation.

Section 2. ANNUAL MEETINGS. The annual meetings of shareholders shall be held on
the 1st day of October each year, at the hour of 10:00 o'clock a.m. of said day
commencing with the year 2002, provided, however, that should said day fall upon
a legal holiday then any such annual meeting of shareholders shall be held at
the same time and place on the next day thereafter ensuing which is not a legal
holiday. The board of directors of the corporation shall have the power to
change the date of the annual meeting as it deems appropriate.

Written notice of each annual meeting signed by the president or a vice
president, or the secretary, or an assistant secretary, or by such other person
or persons as the directors shall designate, shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to have been


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given to him, if sent by mail or other means of written communication addressed
to the place where the principal office of the corporation is situated, or if
published at least once in some newspaper of general circulation in the county
in which said office is located. All such notices shall be sent to each
shareholder entitled thereto not less than ten (10) nor more than sixty (60)
days before each annual meeting, and shall specify the place, the day and the
hour of such meeting, and shall also state the purpose or purposes for which the
meeting is called.

Section 3. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes whatsoever, may be called at any time by the president or by
the board of directors, or by one or more shareholders holding not less than 10%
of the voting power of the corporation. Except in special cases where other
express provision is made by statute, notice of such special meetings shall be
given in the same manner as for annual meetings of shareholders. Notices of any
special meeting shall specify in addition to the place, day and hour of such
meeting, the purpose or purposes for which the meeting is called.

Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares, the holders of which are
either present in person or represented by proxy thereat, but in the absence of
a quorum, no other business may be transacted at any such meeting.

When any shareholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid, it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at which such
adjournment is taken.

Section 5. ENTRY OF NOTICE. Whenever any shareholder entitled to vote has been
absent from any meeting of shareholders, whether annual or special, an entry in
the minutes to the effect that notice has been duly given shall be conclusive
and incontrovertible evidence that due notice of such meeting was given to such
shareholders, as required by law and the By-Laws of the corporation.

Section 6. VOTING. At all annual and special meetings of stockholders entitled
to vote thereat, every holder of stock issued to a bona fide purchaser of the
same, represented by the holders thereof, either in person or by proxy in
writing, shall have one vote for each share of stock so held and represented at
such meetings, unless the Articles of Incorporation of the company shall
otherwise provide, in which event the voting rights, powers and privileges
prescribed in the said Articles of Incorporation shall prevail. Voting for
directors and, upon demand of any stockholder, upon any question at any meeting
shall be by ballot. Any director may be removed from office by the vote of
stockholders representing not less than two-thirds of the voting power of the
issued and outstanding stock entitled to voting power.


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Section 7. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. The shareholders 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 shareholders to leave less
than a quorum.

Section 8. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, either annual or special, however called and noticed, shall be as
valid as though 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 of the shareholders entitled to vote, not present in person or
by proxy, sign a written Waiver of Notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of this meeting.

Section 9. PROXIES. Every person entitled to vote or execute consents shall have
the right to do so either in person or by an agent or agents authorized by a
written proxy executed by such person or his duly authorized agent and filed
with the secretary of the corporation; provided that no such proxy shall be
valid after the expiration of eleven (11) months from the date of its execution,
unless the shareholder executing it specifies therein the length of time for
which such proxy is to continue in force, which in no case shall exceed seven
(7) years from the date of its execution.

                                   ARTICLE III

Section 1. POWERS. Subject to the limitations of the Articles of Incorporation
or the By-Laws, and the provisions of the Nevada Revised Statutes as to action
to be authorized or approved by the shareholders, and subject to the duties of
directors as prescribed by the By-Laws, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be controlled by the board of directors. Without prejudice to such general
powers, but subject to the same limitations, it is hereby expressly declared
that the directors shall have the following powers, to wit:

     FIRST - To select and remove all the other 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 the By-Laws, fix
their compensation, and require from them security for faithful service.

     SECOND - To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefore not inconsistent
with law, with the Articles of Incorporation or the By-Laws, as they may deem
best.


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     THIRD - To change the principal office for the transaction of the business
of the corporation from one location to another within the same county as
provided in Article I, Section 1, hereof; to fix and locate from time to time
one or more subsidiary offices of the corporation within or without the State of
Nevada, as provided in Article I, Section 2, hereof; to designate any place
within or without the State of Nevada for the holding of any shareholders'
meeting or meetings; and to adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such seal
and of such certificates from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times comply with
the provisions of law.

     FOURTH - To authorize the issue 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 canceled, or
tangible or intangible property actually received, or in the case of shares
issued as a dividend, against amounts transferred from surplus to stated
capital.

     FIFTH - To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefore, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefore.

     SIXTH - To appoint an executive committee and other committees and to
delegate to the executive committee any of the powers and authority of the board
in management of the business and affairs of the corporation, except the power
to declare dividends and to adopt, amend or repeal By-Laws. The executive
committee shall be composed of one or more directors.

Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors of the corporation shall be not less than one (1) and no more than
seven (7).

Section 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each
annual meeting of shareholders, but if any such annual meeting is not held, or
the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders. All directors shall hold office until their
respective successors are elected.

Section 4. 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, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the shareholders.

A vacancy or vacancies in the board of directors shall be deemed to exist in
case of the death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail at any annual or
special meeting of shareholders at


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which any director or directors are elected to elect the full authorized number
of directors to be voted for at that meeting.

The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the board of directors
accept the resignation of a director tendered to take effect at a future time,
the board or the shareholders shall have the power to elect a successor to take
office when the resignation is to become effective.

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

Section 5. PLACE OF MEETING. Regular meetings of the board of directors shall be
held at any place within or without the State which has been designated from
time to time by resolution of the board or by written consent of all members of
the board. In the absence of such designation, a regular meeting shall be held
at the principal office of the corporation. Special meetings of the board may be
held either at a place so designated, or at the principal office.

Section 6. ORGANIZATION MEETING. Immediately following each annual meeting of
shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.

Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without call and the day of each month and at an hour
deemed appropriate and set by the board of directors; provided, however, should
such set day fall upon a legal holiday, then said meeting shall be held at the
same time on the next day thereafter ensuing which is not a legal holiday.
Notice of all such regular meetings of the board of directors is hereby
dispensed with.

Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for any
purpose or purposes shall be called at any time by the president, or, if he is
absent or unable or refuses to act, by any vice president or by any two (2)
directors.

Written notice of the time and place of special meetings shall be delivered
personally to the directors or sent to each director by mail or other form of
written communication, charges prepaid, addressed to him at his address as it is
shown upon the records of the corporation, or if it is not shown on such records
or is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed or telegraphed, it
shall be deposited in the United States mail or delivered to the telegraph
company in the place in which the principal office of the corporation is located
at least forty-eight (48) hours prior to the time of the holding of the meeting.
In case such notice is delivered as above provided, it shall be so delivered at
least twenty-four (24) hours prior to the time of the holding of the meeting.
Such mailing,


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telegraphing or delivery as above provided shall be due, legal and personal
notice to such director.

Section 9. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an
adjourned meeting need not be given to absent directors, if the time and place
be fixed at the meeting adjourned.

Section 10. ENTRY OF NOTICE. Whenever any director has been absent from any
special meeting of the board of directors, an entry in the minutes to the effect
that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such special meeting was give to such director, as
required by law and the By-Laws of the corporation.

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 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 sign a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.

Section 12. QUORUM. A majority of the authorized  number of directors shall
be necessary to 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, unless a
greater number be required by law or by the Articles of Incorporation.

Section 13. ADJOURNMENT. A quorum of the directors may adjourn any directors'
meeting to meet again at a stated day and hour; provided, however, that in the
absence of a quorum, a majority of the directors present at any directors'
meeting, either regular or special, may adjourn from time to time until the time
fixed for the next regular meeting of the board.

Section 14. FEES AND COMPENSATION. Directors shall not receive any stated salary
for their services as directors, but by resolution of the board, a fixed fee,
with or without expenses of attendance may be allowed for attendance at each
meeting. 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 therefore.

                                   ARTICLE IV
                                    OFFICERS

Section 1. OFFICERS. The officers of the corporation shall be a president, a
vice president and a secretary/treasurer. The corporation may also have, at the
discretion of


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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. Officers other than president and chairman of the board need
not be directors. Any person may hold two or more offices.

Section 2. ELECTION. 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, shall be chosen annually by the board of directors, and each shall
hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.

Section 3. SUBORDINATE OFFICERS. The board of directors may 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 By-Laws or as the board of directors may from time to time
determine.

Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with
or without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the board. Any officer may resign at any time by
giving written notice to the board of directors or to the president, or to the
secretary of 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.

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

Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if there shall be
such an officer, 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
By-Laws.

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 officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the chairman of the board, or if there be none, at all meetings of
the board of directors. He shall be ex-officio a member of all the standing
committees, including the executive committee, if any, and 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 By-Laws.


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Section 8. VICE PRESIDENT. In the absence or disability of the president, the
vice presidents in order of their rank as fixed by the board of directors, or if
not ranked, the 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 By-Laws.

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

The secretary shall keep, or cause to be kept, at the principal office, a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses; the number and classes of shares held by each; the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all the meetings of
the shareholders and of the board of directors required by the By-Laws or by law
to be given, and he shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or the By-Laws.

Section 10. TREASURER. The treasurer shall keep and maintain, or cause to be
kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursement, gains, losses, capital, surplus and shares.
Any surplus, including earned surplus, paid-in surplus and surplus arising from
a reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all 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 depositaries 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 such other powers
and perform such other duties as may be prescribed by the board of directors or
the By-Laws.


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                                    ARTICLE V
            INDEMNIFICATION OF OFFICERS, DIRECTORS AND KEY PERSONNEL

Section 1. 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 such person 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 reasonable incurred
by such person in connection with the action, suit or proceeding if such person
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, had 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 interest of the corporation, and that, with respect to any
criminal action or proceeding, such person had reasonable cause to believe that
his conduct was unlawful.

Section 2. 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 the
corporations favor by reason of the fact that such person 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 amount paid in settlement and attorneys fees actually and
reasonable incurred by such person in connection with the defense or settlement
of the action or suit if such person acted in good faith and in a manner which
such person 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
determining, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amount 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, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.

Section 3. To the extent that a director, officer, employee or agent of a
corporation had been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2 of this Article V, or
in defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including


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attorneys fees, actually and reasonably incurred by such person in connection
with the defense.

Section 4. The procedure for authorizing the indemnifications listed in Section
1, 2 and 3 of this Article V, and the limitations on such indemnification and
advancement of expenses, shall be that set forth in Section 78.751 of the Nevada
Revised Statutes, and shall be amended from time to time as such statute is
amended.

                                   ARTICLE VI.
                                  MISCELLANEOUS

Section 1. RECORD DATE AND CLOSING STOCK BOOKS. The board of directors may fix a
time, in the future, not exceeding fifteen (15) days preceding the date of any
meeting of shareholders, and not exceeding thirty (30) days preceding the date
fixed for the payment of any dividend or distribution, or for the allotment of
rights, or when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of and to vote at any such meeting, or entitled to receive any such
dividend or distribution, or any such allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of shares, and in
such case only shareholders of record on the date so fixed shall be entitled to
notice of and to vote at such meetings, or to receive such dividend,
distribution or allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after any record date fixed as aforesaid. The board of directors may close the
books of the corporation against transfers of shares during the whole, or any
part of any such period.

Section 2. INSPECTION OF CORPORATE RECORDS. The share register or duplicate
share register, the books of account, and minutes of proceedings of the
shareholders and directors shall be open to inspection upon the written demand
of a shareholder or the holder of a voting trust certificate, as limited herein,
at any reasonable time, and for a purpose reasonably related to his interests as
a shareholder, or as the holder of a voting trust certificate. Such inspection
rights shall be governed by the applicable provisions of the Nevada Revised
Statutes shall be no more permissive that such statutes as to percentage of
ownership required for inspection and scope of the permitted inspection. Demand
of inspection other than at a shareholders' meeting shall be made in writing
upon the president, secretary or assistant secretary of the corporation.

Section 3. CHECKS, DRAFTS. 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.


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Section 4. ANNUAL REPORT. The board of directors of the corporation shall cause
to be sent to the shareholders not later than one hundred twenty (120) days
after the close of the fiscal or calendar year an annual report.

Section 5. CONTRACTS. The board of directors, except as in the By-Laws otherwise
provided, may authorize any officer or officers, agent or agents, to enter into
any contract, deed or lease 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 by the board of directors, no
officer, agent or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit to render it
liable for any purpose or to any amount.

Section 6. CERTIFICATES OF STOCK. A certificate or certificates for shares of
the capital stock of the corporation shall be issued to each shareholder when
any such shares are fully paid up. All such certificates shall be signed by the
president or a vice president and the secretary or an assistant secretary, or be
authenticated by facsimiles of the signature of the president and secretary or
by a facsimile of the signature of the president and the written signature of
the secretary or an assistant secretary. Every certificate authenticated by a
facsimile of a signature must be countersigned by a transfer agent or transfer
clerk.

Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the board of directors or the By-Laws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state the amount remaining unpaid and the terms of payment
thereof.

Section 7. REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS. The president or any
vice president and the secretary or assistant secretary of this corporation are
authorized to vote, represent and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority herein granted to said
officers to vote or represent on behalf of this corporation or corporations may
be exercised either by such officers in person or by any person authorized so to
do by proxy or power of attorney duly executed by said officers.

Section 8. INSPECTION OF BY-LAWS. The corporation shall keep in its principal
office for the transaction of business the original or a copy of the By-Laws as
amended, or otherwise altered to date, certified by the secretary, which shall
be open to inspection by the shareholders at all reasonable times during office
hours.


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                                   ARTICLE VI.
                                    AMENDMENT

Section 1. POWER OF SHAREHOLDERS. New By-Laws may be adopted or these By-Laws
may be amended or repealed by the vote of shareholders entitled to exercise a
majority of the voting power of the corporation or by the written assent of such
shareholders.

Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as provided
in Section 1 of this Article VI to adopt, amend or repeal By-Laws, By-Laws other
than a By-Law or amendment thereof changing the authorized number of directors
may be adopted, amended or repealed by the board of directors.

Section 3. ACTION BY DIRECTORS THROUGH CONSENT IN LIEU OF MEETING. Any action
required or permitted to be taken at any meeting of the board of directors or of
any committee thereof, may be taken without a meeting, if a written consent
thereto is signed by all the members of the board or of such committee. Such
written consent shall be filed with the minutes of proceedings of the board or
committee.



                                               ---------------------------------
                                               /s/ Incorporator


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