EXHIBIT 3.2
                                 RESTATED BYLAWS

                                       of

                             INVVISION CAPITAL, INC.
                              A Nevada Corporation


                                   ARTICLE I
                                     Offices


Section 1. PRINCIPAL EXECUTIVE OR BUSINESS OFFICES. The Board of Directors shall
fix the location of the principal  executive  office of the  corporation  at any
place within or outside the State of Nevada.  If the principal  executive office
is located outside Nevada and the  corporation has one or more business  offices
in Nevada,  the Board of Directors shall fix and designate a principal  business
office in Nevada.

Section 2. OTHER OFFICES.  Branch or  subordinate  offices may be established at
any time and at any place by the Board of Directors.

                                   ARTICLE II
                            Meetings of Shareholders


Section 1. PLACE OF  MEETINGS.  Meetings  of  shareholders  shall be held at any
place  within  or  outside  the  State  of  Nevada  designated  by the  Board of
Directors. In the absence of a designation by the board,  shareholders' meetings
shall be held at the corporation's principal executive office.

Section 2. ANNUAL MEETING. The annual meeting of shareholders shall be held each
year on a date and at a time designated by the Board of Directors.

     The date so designated shall be as soon as practicable after the end of the
Corporation's  fiscal  year so as to permit the  Corporation  to comply with all
applicable  state corporate law provisions and proxy rules of the Securities and
Exchange  Commission,  including sending an annual report with audited financial
statements  for the fiscal year just  completed  together with the notice of the
meeting.

     At each annual  meeting,  Directors  shall be elected and any other  proper
business within the power of the shareholders may be transacted.

Section 3.  SPECIAL  MEETINGS.  Special  meetings  of the  shareholders  for any
purpose  or  purposes  may be called at any time by a  majority  of the Board of
Directors or the Chairman of the board of Directors.

Section  4.  NOTICE OF  SHAREHOLDERS'  MEETINGS.  All  notices  of  meetings  of
shareholders   shall  be  sent  or  otherwise   given  in  accordance  with  the
requirements  of Section 5 of this  Article II and shall not be fewer than 10 or
more than 60 days  before  the date of the  meeting.  Shareholders  entitled  to
notice shall be  determined  in  accordance  with the provision of Section 11 of
this  Article  II. 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


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matters that the Board of Directors,  at the time of giving the notice,  intends
to present for action by the shareholders.  If Directors are to be elected,  the
notice shall  include the names of all nominees whom the Board  intends,  at the
time of notice, to present for election.

     The notice shall also state the general nature of any proposed action to be
taken at the meeting to approve any of the following matters:

(i)  A transaction in which a Director has a financial interest;

(ii) An amendment of the Articles of Incorporation;

(iii) A reorganization;

(iv) A voluntary dissolution; or

(v)  A distribution  in dissolution  that requires  approval of the  outstanding
     shares.

Section  5.  MANNER  OF  GIVING  NOTICE.  AFFIDAVIT  OF  NOTICE.  Notice  of any
shareholders' meeting shall be given either personally or by first-class mail or
telegraph or other  written  communication,  charges  prepaid,  addressed to the
shareholder at the address appearing on the corporation's  books or given by the
shareholder to the corporation for purposes of notice.  If no address appears on
the  corporation's  books or has been given as specified above,  notice shall be
either  (1)  sent  by  first-class  mail  addressed  to the  shareholder  at the
corporation's  principal  executed  office,  or (2) published at least once in a
newspaper  of  general  circulation  in  the  country  where  the  corporation's
principal  executive  office is located.  Notice is deemed to have been given at
the time when  delivered  personally  or  deposited in the mail or sent by other
means of written communication.

     If any notice or report mailed to a shareholder at the address appearing on
the  corporation's  books is returned  marked to indicate that the United States
Postal  Service is unable to deliver  the  document to the  shareholder  at that
address,  all future  notices or reports shall be deemed to have been duly given
without further mailing if the corporation holds the document  available for the
shareholder on written demand at the  corporation's  principal  executive office
for a period  of one year from the date the  notice  or report  was given to all
other shareholders.

     An affidavit of the mailing,  or other authorized means of giving notice or
delivering a document, of any notice of shareholders' meeting,  report, or other
document sent to shareholders,  may be executed by the corporation's  Secretary,
Assistant  Secretary,  or transfer agent,  and, if executed,  shall be filed and
maintained in the minute book of the corporation.

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 the shareholders shall
constitute a quorum for the transaction of business. The shareholders present at
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,  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;  NOTICE.  Any  shareholders'  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 that meeting, either in
person or by proxy,  but in the absence of a quorum,  no other  business  may be
transacted at that meeting, except as provided in Section 6 of this Article II.


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     When any meeting of shareholders, either annual or special, is adjourned to
another time or place,  notice of the adjourned meeting need not be given if the
time and place are announced at the meeting at which the  adjournment  is taken,
unless a new  record  date for the  adjourned  meeting  is fixed,  or unless the
adjournment is for more than 45 days from the date set for the original meeting,
in which the Board of Directors shall set a new record date.  Notice of any such
adjourned  meeting,  if required,  shall be given to each  shareholder of record
entitled to vote at the adjourned meeting,  in accordance with the provisions of
Section  4 and  Section 5 of this  Article  II. At any  adjourned  meeting,  the
corporation  may transact any business  that might have been  transacted  at the
original meeting.

Section 8. VOTING. Each Shareholder shall be entitled to the number of votes (or
corresponding fraction thereof) authorized for shares of such class or series in
the  Corporation's  Articles of  Incorporation or certificate of designation for
such class or series for each share of stock (or fraction  thereof)  standing in
his  or its  name  on the  books  of the  Corporation  on  the  record  date.  A
Shareholder  may vote either in person or by valid proxy,  as defined in Section
II of this Article II,  executed in writing by the  Shareholder or by his or its
duly authorized  attorney in fact.  Voting power belonging to the Corporation or
to another  corporation,  if a majority of the votes  entitled to be cast in the
election of directors of such other corporation is held, directly or indirectly,
by the  Corporation,  shall  neither be  entitled to vote nor counted for quorum
purposes;  provided, however, that the foregoing shall not limit the stock, when
held by it in a  fiduciary  capacity.  Shares of stock  standing  in the name of
another  corporation may be voted by such officer,  agent or proxy as the bylaws
of such other  corporation may prescribe or, in the absence of such  provisions,
as the Board of  Directors  of such  other  corporation  may  determine.  Unless
demanded  by a  Shareholder  present in person or by proxy at any meeting of the
Shareholders  and  entitled  to vote,  thereat,  or  unless so  directed  by the
chairman of the meeting, the vote thereat on any question need not be by ballot.
If such demand or direction  is made, a vote by ballot shall be taken,  and each
ballot shall be signed by the  Shareholder  voting,  or by his proxy,  and shall
state the number of votes cast.

Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.  The transactions
of any meeting of  shareholders,  either annual or special,  however  called and
noticed  and  wherever  held,  shall be as valid as  though  they  were had at a
meeting duly held after regular call and notice,  if a quorum is present  either
in person or by proxy,  and if each person  entitled to vote who was not written
waiver of notice or a consent  to holding  the  meeting  or an  approval  of the
minutes of the meeting.

     A shareholder's attendance at a meeting also constitutes a waiver of notice
of that meeting.  Unless the shareholder at the beginning of the meeting objects
to the  transaction  of any  business  on the ground  that the  meeting  was not
lawfully  called or  convened.  In  addition,  attendance  at a meeting does not
constitute a waiver of any right to object to  consideration of matters required
by law to be included in the notice of the meeting  which were not so  included,
if that objection is expressly made at the meeting.

Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.  Any action
that could be taken at an annual or special meeting of shareholders 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 a majority of the shares
entitled to vote thereon.

     All consents shall be filed with the Secretary of the corporation and shall
be maintained in the corporate  records.  Any  shareholder  or other  authorized
person who has given a written  consent  may revoke it by a writing  received by
the Secretary of the corporation  before written consents  required to authorize
the proposed action have been filed with the Secretary.


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     Section  11.  RECORD DATE FOR  SHAREHOLDER  NOTICE OF MEETING  VOTING,  AND
GIVING CONSENT.

(a)  For purposes of determining the shareholders  entitled to receive notice of
     and vote at a  shareholders'  meeting or give written  consent to corporate
     action  without a meeting,  the Board may fix in advance a record date that
     is  not  more  than  60  nor  less  than  10  days  before  the  date  of a
     shareholders' meeting, or not more than 60 days before any other action.

(b)  If no record date is fixed:

(i)  The record date for determining  shareholders entitled to receive notice of
     and  vote  at a  shareholders'  meeting  shall  be the  business  day  next
     preceding  the day on which  notice  is  given,  or if  notice is waived as
     provided in Section 9 of this Article II, the  business day next  preceding
     the day on which the meeting is held.

(ii) The record date for  determining  shareholders  entitled to give consent to
     corporation  action in writing  without a meeting,  if no prior  action has
     been  taken  by the  Board,  shall be the day on which  the  first  written
     consent is given.

(iii)The record date for  determining  shareholders  for any other purpose shall
     be as set forth in Section 1 of Article VIII of these bylaws.

(c)  A determination of shareholders of record entitled to receive notice of and
     vote at a  shareholders'  meeting  shall  apply to any  adjournment  of the
     meeting unless the Board fixes a new record date for the adjourned meeting.
     However,  the Board shall fix a new record date if the  adjournment is to a
     date more than 45 days after the date set for the original meeting.

(d)  Only  shareholders  of  record on the  corporation's  books at the close of
     business  on the  record  date shall be  entitled  to any of the notice and
     voting rights listed in subsection (a) of this section, notwithstanding any
     transfer of shares on the corporation's books after the record date, except
     as otherwise required by law.

Section 12. 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 shareholder's name is
placed  on the proxy  (whether  by manual  signature,  typewriting,  telegraphic
transmission,  or otherwise) by the shareholder or the shareholder's attorney in
fact. A validly executed proxy that does not state that it is irrevocable  shall
continue in full force and effect unless (i) revoked by the person executing it,
before  the  vote  pursuant  to  that  proxy,  by a  writing  delivered  to  the
corporation  stating that the proxy is revoked,  or by attendance at the meeting
and voting in person by the person executing the proxy or by as subsequent proxy
executed by the same person and presented at the meeting; or (ii) written notice
of the  death or  incapacity  of the  maker of that  proxy  is  received  by the
corporation  before  the  vote  pursuant  to that  proxy is  counted;  provided,
however,  that no proxy shall be valid after the expiration of 6 months from the
date of the proxy, unless coupled with an interest.  The revocability of a proxy
that states on its face that it is irrevocable shall be governed by NRS 78.355.

Section 13.  INSPECTORS  OF ELECTION.  Before any meeting of  shareholders,  the
Board of Directors  may appoint any person other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are so  appointed,  the Chair of the meeting may,


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and on the request of any  shareholder  or a  shareholder's  proxy shall appoint
Inspectors of Election at the meeting.  The number of Inspectors shall be either
one or three.  If the  Inspectors are appointed at the meeting on the request of
one or more  shareholders  or  proxies,  the  holders of a majority of shares or
their  proxies  present at the  meeting  shall  determine  whether  one or three
Inspectors are to be appointed.  If any person  appointed as Inspector  fails to
appear or fails or refuses to act,  the Chair of the meeting  may,  and upon the
request of any  shareholder or  shareholder's  proxy shall,  appoint a person to
fill in that vacancy.

     These Inspectors shall: (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 or 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 when the polls shall close;  (f) determine
the result; and (g) do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.

Section 14. NOTICE OF SHAREHOLDER BUSINESS AND NOMINATIONS.

(a)  Annual Meetings of Shareholders.

(1)  Nominations  of  persons  for  election  to the Board of  Directors  of the
     Corporation   and  the  proposal  of  business  to  be  considered  by  the
     shareholders  may be made at an annual  meeting  of  shareholders  only (A)
     pursuant  to  the  Corporation's  notice  of  meeting  (or  any  supplement
     thereto),  (B) by or at the  direction  of the Board of Directors or (C) by
     any  shareholder of the  Corporation who was a shareholder of record of the
     Corporation  at the time the  notice  provided  for in this  Section  14 is
     delivered to the Secretary of the  Corporation,  who is entitled to vote at
     the meeting and who complies with the notice  procedures  set forth in this
     Section 14.

(2)  For  nominations or other business to be properly  brought before an annual
     meeting by a shareholder pursuant to clause (C) of paragraph (a)(1) of this
     Section  14, the  shareholder  must have  given  timely  notice  thereof in
     writing to the Secretary of the Corporation and any such proposed  business
     other  than  the  nominations  of  persons  for  election  to the  Board of
     Directors must  constitute a proper matter for  shareholder  action.  To be
     timely,  a shareholder's  notice shall be delivered to the Secretary at the
     principal  executive offices of the Corporation not later than the close of
     business on the ninetieth day nor earlier than the close of business on the
     one hundred  twentieth day prior to (provided,  however,  that in the event
     that the date of the annual meeting is more than thirty days before or more
     than seventy days after such  anniversary  date,  notice by the shareholder
     must be so  delivered  not  earlier  than the close of  business on the one
     hundred  twentieth day prior to such annual  meeting and not later than the
     close of  business on the later of the  ninetieth  day prior to such annual
     meeting or the tenth day following the day on which public  announcement of
     the date of such meeting is first made by the Corporation). For purposes of
     the first annual  meeting of  shareholders  of the  Corporation  held after
     2003,  the first  anniversary of the 2003 annual meeting shall be deemed to
     be March  31,  2004.  In no  event  shall  the  public  announcement  of an
     adjournment or postponement of an annual meeting commence a new time period
     (or extend any time

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     period) for the giving of a shareholder's  notice as described above.  Such
     shareholder's  notice  shall  set  forth:  (A) as to each  person  whom the
     shareholder  proposes  to  nominate  for  election  as a  director  (i) all
     information  relating to such person  that is required to be  disclosed  in
     solicitations of proxies for election of directors in an election  contest,
     or is otherwise  required,  in each case pursuant to and in accordance with
     Regulation 14A under the  Securities  Exchange Act of 1934, as amended (the
     "Exchange  Act") and (ii) such person's  written  consent to being named in
     the proxy  statement  as a nominee and to serving as a director if elected;
     (B) as to any other business that the shareholder  proposes to bring before
     the meeting,  a brief  description  of the  business  desired to be brought
     before the  meeting,  the text of the proposal or business  (including  the
     text of any resolutions  proposed for  consideration  and in the event that
     such business  includes a proposal to amend the Bylaws of the  Corporation,
     the language of the proposed  amendment),  the reasons for conducting  such
     business at the meeting and any material  interest in such business of such
     shareholder and the beneficial  owner, if any, on whose behalf the proposal
     is made; and (C) as to the shareholder giving the notice and the beneficial
     owner,  if any, on whose behalf the  nomination or proposal is made (i) the
     name and address of such  shareholder,  as they appear on the Corporation's
     books, and of such beneficial owner, (ii) the class and number of shares of
     capital stock of the Corporation which are owned beneficially and of record
     by such shareholder and such beneficial owner, (iii) a representation  that
     the shareholder is a holder of record of stock of the Corporation  entitled
     to vote at such  meeting and intends to appear in person or by proxy at the
     meeting to propose such business or nomination,  and (iv) a  representation
     whether the shareholder or the beneficial owner, if any, intends or is part
     of a group  which  intends A) to deliver a proxy  statement  and/or form of
     proxy  to  holders  of  at  least  the  percentage  of  the   Corporation's
     outstanding  capital  stock  required  to approve or adopt the  proposal or
     elect the nominee and/or (B) otherwise to solicit proxies from shareholders
     in  support  of  such  proposal  or   nomination.   The  foregoing   notice
     requirements  shall be deemed satisfied by a shareholder if the shareholder
     has notified the  Corporation of his or her intention to present a proposal
     at an  annual  meeting  in  compliance  with Rule  14a-8 (or any  successor
     thereof) promulgated under the Exchange Act and such shareholder's proposal
     has been  included  in a proxy  statement  that has  been  prepared  by the
     Corporation to solicit proxies for such annual meeting. The Corporation may
     require any proposed  nominee to furnish such other  information  as it may
     reasonably require to determine the eligibility of such proposed nominee to
     serve as a director of the Corporation.

(3)  Notwithstanding anything in the second sentence of paragraph (a)(2) of this
     Section  14 to the  contrary,  in the  event  that the  Board of  Directors
     proposes to increase  the number of Directors to be elected to the Board of
     Directors of the  Corporation  at an annual  meeting and there is no public
     announcement  by the  Corporation  naming the nominees  for the  additional
     directorships  at least one hundred days prior to the first  anniversary of
     the preceding  year's annual meeting,  a  shareholder's

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     notice  required by this Section 14 shall also be  considered  timely,  but
     only with respect to nominees for the additional directorships, if it shall
     be delivered to the  Secretary at the  principal  executive  offices of the
     Corporation not later than the close of business on the tenth day following
     the day on which such public announcement is first made by the Corporation.
     (b) Special Meetings of Shareholders.

     Only such business shall be conducted at a special  meeting of shareholders
as shall have been  brought  before the meeting  pursuant  to the  Corporation's
notice of meeting. Nominations of persons for election to the Board of Directors
may be made at a special  meeting of  shareholders  at which directors are to be
elected  pursuant  to  the  Corporation's  notice  of  meeting  (1) by or at the
direction of the Board of Directors or (2) provided  that the Board of Directors
has  determined  that  directors  shall  be  elected  at  such  meeting,  by any
shareholder  of the  Corporation  who is a shareholder of record at the time the
notice  provided for in this  Section 14 is  delivered  to the  Secretary of the
Corporation,  who is entitled to vote at the meeting and upon such  election and
who  complies  with the notice  procedures  set forth in this Section 14. In the
event the Corporation calls a special meeting of shareholders for the purpose of
electing one or more directors to the Board of Directors,  any such  shareholder
entitled to vote in such  election of directors may nominate a person or persons
(as the  case may be) for  election  to such  position(s)  as  specified  in the
Corporation's  notice  of  meeting,  if the  shareholder's  notice  required  by
paragraph  (a)(2) of this Section 14 shall be delivered to the  Secretary at the
principal  executive  offices of the  Corporation  not earlier than the close of
business on the one hundred  twentieth day prior to such special meeting and not
later than the close of business on the later of the ninetieth day prior to such
special meeting or the tenth day following the day on which public  announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of  Directors  to be elected at such  meeting.  In no event  shall the
public  announcement  of an adjournment  or  postponement  of a special  meeting
commence  a new time  period (or  extend  any time  period)  for the giving of a
shareholder's notice as described above.

(b)  General.

     (1)  Only such persons who are nominated in accordance  with the procedures
          set forth in this  Section  14 shall be  eligible  to be elected at an
          annual or special  meeting of shareholders of the Corporation to serve
          as directors and only such business shall be conducted at a meeting of
          shareholders  as  shall  have  been  brought  before  the  meeting  in
          accordance with the procedures set forth in this Section 14. Except as
          otherwise  provided by law, the chairman of the meeting shall have the
          power and duty (A) to determine  whether a nomination  or any business
          proposed to be brought before the meeting was made or proposed, as the
          case may be,  in  accordance  with the  procedures  set  forth in this
          Section 14 (including  whether the shareholder or beneficial owner, if
          any, on whose behalf the  nomination or proposal is made solicited (or
          is part of a group which solicited) or did not to solicit, as the case
          may be, proxies in support of such  shareholder's  nominee or proposal
          in compliance with such  shareholder's  representation  as required by
          clause  (a)(2)(C)(iv)  of this  Section  14)  and  (B) if any  propose
          nomination  or business  was not made or proposed in  compliance  with
          this Section 14, to declare that such nomination  shall be disregarded
          or   that   such   proposed   business   shall   not  be   transacted.
          Notwithstanding  the  foregoing  provisions of this Section 14, if the
          shareholder (or a qualified  representative  of the shareholder)  does
          not  appear at the annual or special  meeting of  shareholders  of the
          Corporation to present a nomination or business, such nomination shall

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          be  disregarded  and such proposed  business  shall not be transacted,
          notwithstanding  that  proxies  in  respect of such vote may have been
          received by the Corporation.

(2)  For  purposes  of this  Section 14,  "public  announcement"  shall  include
     disclosure  in a press  release  reported  by the Dow Jones  News  Service,
     Associated  Press or  comparable  national  news  service  or in a document
     publicly  filed  by  the  Corporation  with  the  Securities  and  Exchange
     Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3)  Notwithstanding  the foregoing  provisions of this Section 14,  shareholder
     shall also comply with all applicable  requirements of the Exchange Act and
     the rules and regulations  thereunder with respect to the matters set forth
     in this  Section 14.  Nothing in this  Section 14 shall be deemed to affect
     any rights (A) of  shareholders  to request  inclusion  of proposals in the
     Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act
     or (B) of the holders of any series of Preferred  Stock to elect  directors
     pursuant  to  any  express  applicable  provisions  of the  certificate  of
     incorporation.


                                  ARTICLE III
                                    DIRECTORS

Section 1. POWERS.  Subject to the provisions of the Nevada Revised Statutes and
any  limitations in the Articles of  Incorporation  and these Bylaws relating to
action required to be approved by the shareholders 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.

     Without  prejudice  to  these  general  powers,  and  subject  to the  same
limitations, the Board of Directors shall have the power to:

(a)  Select and remove all officers,  agents,  and employees of the corporation;
     prescribe any powers and duties for them that are consistent with law, with
     the  Articles  of   Incorporation,   and  with  these  Bylaws;   fix  their
     compensation; and require from them security for faithful service.

(b)  Change the principal  executive office or the principal  business office in
     the State of Nevada from one location to another;  cause the corporation to
     be qualified to do business in any other state, territory,  dependency,  or
     country and  conduct  business  within or outside the State of Nevada;  and
     designate  any place  within or outside the State of Nevada for holding any
     shareholders' meeting or meetings, including Annual Meetings.

(c)  Adopt, make, and use a corporate seal;  prescribe the forms of certificates
     of stock; and alter the form of the seal and certificates.

(d)  Authorize the issuance of shares of stock of the  corporation on any lawful
     terms,  in  consideration  of money  paid,  labor done,  services  actually
     rendered,  debts or securities canceled, or tangible or intangible property
     actually received.

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(e)  Borrow money and incur indebtedness on behalf of the corporation, and cause
     to be  executed  and  delivered  for  the  corporation's  purposes,  in the
     corporate  name,  promissory  notes,  bonds,  debentures,  deeds of  trust,
     mortgages,  pledges,  hypothecations,  and  other  evidences  of  debt  and
     securities.

Section 2. NUMBER OF DIRECTORS.  The number of Directors  shall be no fewer than
one (1) nor more than fifteen  (15).  The exact number of  authorized  Directors
shall be as determined by the Board of Directors,  from time to time, 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 the Articles of Incorporation or
by an  amendment  to this Bylaws duly  adopted by a majority of the  outstanding
shares entitled to vote.

Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS.  Directors shall be elected
at each Annual Meeting of the  shareholders to hold office until the next Annual
Meeting.  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.

     No reduction of the authorized number of Directors shall have the effect of
removing any Director before that Director's term of office expires.

Section 4.  CHAIRMAN OF THE BOARD.  The Board of Directors may elect a Chairman,
who shall preside,  if present, at Board meetings and shall exercise and perform
such other  powers and duties as may be assigned  from time to time by the Board
of Directors.

     (a)  Chairman of the Board.  From its  members,  a Chairman of the Board of
          Directors shall be appointed  annually by the Board of Directors or at
          a special  meeting of the Board of Directors  called for that purpose.
          If no  chairman  of the Board then in office  shall  continue  in that
          position  until his  successor  is duly  elected or until his  earlier
          death, resignation, or removal in the manner hereinafter provided. The
          Chairman of the Board shall perform all duties  incident to the office
          of the Chairman of the Board all duties  incident to the office of the
          Chairman of the board, as well as those which may be authorized,  from
          time to time, by a majority of the whole Board of Directors.

     (b)  Removal.  The  Chairman of the Board may be removed from the office of
          the  Chairman  of the  board,  with or without  cause,  at any time by
          resolution adopted by a majority of the whole Board of Directors.

     (c)  Resignation.  The  Chairman of the Board may resign from the office of
          the Chairman of the Board at any time by giving  written notice of his
          resignation to another member of the Board of Directors,  the CEO, the
          President, or the Secretary. Any such resignation shall take effect at
          the time  specified  therein,  or,  if the time  when it shall  become
          effective is not specified  therein,  it shall take effect immediately
          upon its receipt by another member of the Board of Directors, the CEO,
          the  President,  or the Secretary;  and,  unless  otherwise  specified
          therein,  the acceptance of such resignation shall not be necessary to
          make it effective.

     (d)  Vacancy.  A vacancy in the office of the  Chairman of the Board due to
          death, resignation,  removal,  disqualification or any other cause may
          be  filled  for  the  unexpired  portion  of  the  term  thereof  by a
          resolution adopted by a majority of the remaining members of the board
          of Directors.

                                       9
<PAGE>


     (e)  Compensation. The compensation, if any, to be received by the Chairman
          of the Board shall be fixed by the Board of Directors.

Section 5.  VACANCIES.  A vacancy in the Board of  Directors  shall be deemed to
exist: (a) if a Director dies,  resigns, or is removed by the shareholders or an
appropriate  court,  as provided  in NRS 78.335 and 78.345;  (b) if the Board of
Directors  declares  vacant the office of a Director who has been convicted of a
felony or declared of unsound mind by an order of court;  (c) if the  authorized
number of  Directors is  increased;  or (d) if at any  shareholders'  meeting at
which one or more Directors are elected the shareholders  fail to elect the full
authorized number of Directors to be voted for at that meeting.

     Any Director may resign  effective on giving written notice to the Chairman
of the Board, the President,  the Secretary,  or the Board of Directors,  unless
the notice  specifies a later effective date. If the resignation is effective at
a  future  time,  the  Board  may  elect a  successor  to take  office  when the
resignation becomes effective.

     Except for a vacancy caused by the removal of a Director,  vacancies on the
Board may be filled by approval of the Board or, if the number of Directors then
in office is less than a quorum,  by (1) the  unanimous  written  consent of the
Directors  then  in  office,  (2) the  affirmative  vote  of a  majority  of the
Directors  then in  office  at a meeting  held  pursuant  to notice of waives of
notice complying with NRS 78.370 and & 78.375, or (3) a sole remaining Director.
A vacancy on the Board caused by the removal of a Director may be filled only by
the  shareholders,  except that a vacancy  created  when the Board  declares the
office of a Director  vacant as provided in clause (b) of the first paragraph of
this section of the Bylaws may be filled by the Board of Directors.

     The  shareholders  may elect a Director  at any time to fill a vacancy  not
filled by the Board of  Directors.  The term of office of a Director  elected to
fill a vacancy shall run until the next annual meeting of the shareholders,  and
such a Director shall hold office until a successor is elected an qualified.

Section 6. PLACE OF MEETINGS;  TELEPHONE MEETINGS. Regular meetings of the Board
of  Directors  may be held at any place within or outside the State of Nevada as
designated  from time to time by the Board.  in the  absence  of a  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
outside the State of Nevada  designated in the notice of the meeting,  or if the
notice  does not  state a place,  or if there  is no  notice,  at the  principal
executive office of the  corporation.  Any meeting,  regular or special,  may be
held by conference telephone or similar communication  equipment,  provided that
all Directors participating can hear one another.

Section  7.   ANNUAL   DIRECTORS'   MEETING.   Immediately   after  each  annual
shareholders'  meeting,  the Board of Directors  shall hold a regular meeting at
the same place,  or at any other place that has been  designated by the Board of
Directors, to consider matters of organization,  election of officers, and other
business as desired.  Notice of this meeting  shall not be required  unless some
place  other  than  the  place  of the  annual  shareholders'  meeting  has been
designated.

Section  8. OTHER  REGULAR  MEETINGS.  Other  regular  meetings  of the Board of
Directors  shall be held  without  call at any times to be fixed by the Board of
Directors from time to time. Such regular meetings may be held without notice.

                                       10
<PAGE>

Section 9. SPECIAL  MEETINGS.  Special meetings of the Board of Directors may be
called for any purpose or purposes at any time by the Chairman of the Board, the
Chief Executive Officer; the Secretary, or any two Directors.

     Special  meetings shall be held on four days' notice by mail or forty-eight
hours' notice  delivered  personally  or by telephone or telegraph.  Oral notice
given personally or by telephone may be transmitted either to the Director or to
a person at the Director's  office who can reasonably be expected to communicate
it promptly to the Director. Written notice, if used, shall be addressed to each
Director at the address shown on the corporation's  records. The notice need not
specify the purpose of the meeting, nor need it specify the place if the meeting
is to be held at the principal executive offices 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
provided in Section 11 of this Article III.  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.

Section 11. WAIVER OF NOTICE. Notice of a meeting,  although otherwise required,
need not be given to any  Director  who (i) either  before or after the  meeting
signs a waiver of notice or a consent to holding the meeting without being given
notice;  (ii) signs an approval of the minutes of the meeting;  or (iii) attends
the meeting without protesting the lack of notice before at the beginning of the
meeting.  Waivers of notice or  consents  need not  specify  the  purpose of the
meeting. All waivers, consents, and approvals of the minutes shall be filed with
the corporate records or made a part of the minutes of the meeting.

Section 12.  ADJOURNMENT  TO ANOTHER  TIME OR PLACE.  Whether or not a quorum is
present,  a majority of the Directors present may adjourn any meeting to another
time or place.

Section  13.  NOTICE  OF  ADJOURNED  MEETING.  Notice  of the time and  place of
resuming  a  meeting  that has been  adjourned  need  not be  given  unless  the
adjournment  is for more than 24 hours,  in which  case  notice  shall be given,
before the time set for resuming the  adjourned  meeting,  to the  Directors who
were not present at the time of the adjournment. Notice need not be given in any
case to Directors who were present at the time of adjournment.

Section 14.  ACTION  WITHOUT A 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 of Directors  individually  or  collectively  consent in writing to
that action.  Any action by written consent shall have the same force and effect
as a unanimous  vote of the Board of Directors.  All written  consents  shall be
filed with the minutes of the proceedings of the Board of Directors.

Section  15.  FEES AND  COMPENSATION  OF  DIRECTORS.  Directors  and  members of
committees  of the Board may be  compensated  for their  services,  and shall be
reimbursed  for  expenses,  as fixed or determined by resolution of the Board of
Directors.  This section  shall not 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 those services.

                                   ARTICLE IV
                                   COMMITTEES

Section 1.  COMMITTEES OF THE BOARD.  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 two or more  Directors.  The  Board  may
designate  one or more  Directors  as  alternate


                                       11
<PAGE>


members of any committee,  to replace any absent member at a committee  meeting.
The appointment of committee members or alternate members requires the vote of a
majority of the authorized  number of Directors.  A committee may be granted any
or all of the  powers  and  authority  of the  Board  in the  management  of the
business and affairs of the corporation.

Section 2. MEETINGS AND ACTION OF COMMITTEES.  Meetings and action of committees
shall be governed by, and held and taken in accordance  with,  Bylaw  provisions
applicable  to meetings  and actions of the Board of  Directors,  as provided in
Section 5 and  Sections 7 through 13 of Article III of these  Bylaws,  as to the
following  matters:  place of meetings;  regular meetings;  special meetings and
notice; quorum; waiver of notice; adjournment; notice of adjournment; and action
without  meeting,  with  such  changes  in the  context  of these  Bylaws as are
necessary to substitute the committee and its members for the Board of Directors
and its members,  except that (a) the time of regular meetings of committees may
be determined either by resolution of the Board of Directors or by resolution of
the  committee;  (b)  special  meetings  of  committees  may also be  called  by
resolution  of the Board of  Directors;  and (c) notice of special  meetings  of
committees  shall also be given to all  alternative  members  who shall have the
right to attend all meetings of the committee.  The Board of Directors may adopt
rules for the governance of any committee not inconsistent with these Bylaws.

                                   ARTICLE V
                                    OFFICERS

Section 1. OFFICERS.  The officers of the corporation shall be a Chief Executive
Officer, 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,  a Chief  Financial
Officer,  one or more  Assistant  Treasurers,  and such other officers as may be
appointed in accordance  with Section 3 of this  Article.  Any number of offices
may be held by the same person.

Section 2. APPOINTMENT OF OFFICERS. The officers of the corporation,  except for
subordinate  officers  appointed in accordance with Section 3 of this Article V,
shall be appointed by the Board of Directors, and shall serve at the pleasure of
the Board of Directors.

Section 3. SUBORDINATE OFFICERS. The Board of Directors may appointment, and may
empower the chair to appoint  other  offices as required by the  business of the
corporation,  whose duties shall be as provided in the Bylaws,  or as determined
from time to time by the Board of Directors or the Chairman.

Section 4. REMOVAL AND RESIGNATION OF OFFICERS.  Any officer chosen by the Board
of Directors may be removed at any time, with or without cause or notice, by the
Board of  Directors.  Subordinate  officers  appointed by persons other than the
Board under Section 3 of the Article may be removed at any time, with or without
cause or notice,  by the Board of Directors or by the officer by whom appointed.
Offices may be employed for a specified  term under a contract of  employment if
authorized by the Board of  Directors;  such officers may be removed from office
at any time under this section,  and shall have no claim against the corporation
or individual  officers or Board members because of the removal except any right
to monetary compensation to which the officer may be entitled under the contract
of employment.

     Any  officer  may  resign  at any  time by  giving  written  notice  to the
corporation.  Resignations  shall  take  effect  on the date of  receipt  of the
notice,  unless  a later  time is  specified  in the  notice.  Unless  otherwise
specified in the notice,  acceptance of the resignation is not necessary to make
it effective. Any resignation is without prejudice to the rights, if any, of the
corporation  to monetary  damages  under any contract of employment to which the
officer is a party.


                                       12
<PAGE>

Section 5.  VACANCIES  IN  OFFICES.  A vacancy in any office  resulting  from an
officer's death, resignation, removal, disqualification, or from any other cause
shall be filled in the manner prescribed in these Bylaws for regular election or
appointment to that office.

Section 6. CHIEF EXECUTIVE OFFICER.  Except to the extent that the Bylaws or the
Board of  Directors  assign  specific  powers and duties to the  Chairman of the
Board (if any), the Chief Executive Officer shall be the  corporation's  general
manager  and,  subject  to the  control  of the Board of  Directors,  shall have
general supervision,  direction, and control over the corporation's business and
its officers.  The managerial  powers and duties of the Chief Executive  Officer
shall  include,  but are not limited  to, all the  general  powers and duties of
management  usually  vested  in the  office  of  Chief  Executive  Officer  of a
corporation,  and the Chief Executive Officer shall have other powers and duties
as  prescribed  by the Board of  Directors  of the Bylaws.  The Chief  Executive
Officer shall preside at all meetings of the shareholders and, in the absence of
the  Chairman of the Board or if there is no  Chairman of the Board,  shall also
preside at meeting of the Board of Directors.

Section 7. CHAIRMAN OF THE BOARD.  The Chairman of the Board, if such an officer
be elected, shall, if present, preside at meetings of the Board of Directors and
exercise  and perform  such other  powers and duties as may be from time to time
assigned by the Board of Directors or prescribed by the By-laws.  If there is no
Chief  Executive  Officer,  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 6 of this Article V.

Section 8.  PRESIDENT.  In the absence of the Chief  Executive  Officer,  in the
event of his death,  inability to act, or refusal to carry out a lawful order of
the Board of  Directors,  the  President  shall  perform the duties of the Chief
Executive  Officer,  and when so  action,  shall  have all the  powers of and be
subject to all the restrictions upon the Chief Executive Officer.  To the extent
authorized in Article V, the President may sign, alone or with any other officer
of the  Corporation  or other  person  authorized  by the  Board  of  Directors,
certificates for shares of the Corporation,  deeds, mortgages, bonds, contracts,
trust deeds, or other instruments. The President shall perform such other duties
as from time to time may be  assigned to him by the  chairman of the Board,  the
Chief Executive Officer, or the Board of Directors.

Section 9. VICE  PRESIDENTS.  If  desired,  one or more Vice  Presidents  may be
chosen  by the  Board  of  Directors  in  accordance  with  the  provisions  for
appointing  officers set forth in Section 2 of this Article V. In the absence of
disability of the chief  executive  officer and president,  the Chief  Executive
Officer's and President's  duties and  responsibilities  shall be carried out by
the highest ranking  available Vice President if Vice Presidents are ranked,  or
if not,  by a Vice  President  designated  by the  Board of  Directors.  When so
acting,  a Vice President shall have all the powers of and be subject to all the
restrictions on the President.  Vice  Presidents of the  corporation  shall have
such other powers and perform such other duties as prescribed  form time to time
by the Board of Directors,  the Bylaws,  or the President (or Chair of the Board
if there is no President).

Section 10. SECRETARY.

(a)  Minutes.

     The  Secretary  shall  keep,  or cause to be  kept,  minutes  of all of the
shareholders'  meetings and all other Board meetings. If the Secretary is unable
to be present,  the  Secretary  or the  presiding  officer of the meeting  shall
designate another person to take the minutes of the meeting.

     The Secretary  shall keep, or cause to be kept, at the principal  executive
office or such other place as designated  by the Board of  Directors,  a Book of
Minutes  of all  meetings  and  actions  of the

                                       13
<PAGE>

shareholders,  of the Board of  Directors,  and of  committees f the Board.  The
minutes of each  meeting  shall  state the time and place the  meeting was held;
whether it was regular or special; if special,  how it was called or authorized;
the names of  Directors  present at Board of committee  meetings;  the number of
shares present or represented at Shareholders'  meetings; an accurate account of
the proceedings; and when it was adjourned.

(b)  Record of Shareholders.

     The Secretary  shall keep, or cause to be kept, at the principal  executive
office  or at the  office  of the  transfer  agent or  registrar,  a  record  or
duplicate  record  of  shareholders.  This  record  shall  show the names of all
shareholders and their addresses, the number and classes of shares held by each,
the number and date of share  certificates  issued to each shareholder,  and the
number  and  date  of   cancellation   of  any   certificates   surrendered  for
cancellation.

(c)  Notice of Meetings.

     The  Secretary  shall  give  notice,  or cause  notice to be given,  of all
shareholders' meetings,  Board meetings, and meetings of committees of the Board
for which  notice is required by statute or by the Bylaws.  If the  Secretary of
other person  authorized by the Secretary to give notice fails to act, notice of
any meeting may be given by any other officer of the corporation.

(d)  Other duties.

     The  Secretary  shall  keep the seal of the  corporation,  if any,  in safe
custody.  The Secretary shall have such other powers and perform other duties as
prescribed by the Board of Directors or by the Bylaws.

Section 11. CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall keep, or
cause to be kept,  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 Chief  Financial  Officer shall (1) deposit  corporate  funds and other
valuables  in  the  corporation's  name  and  to its  credit  with  depositaries
designated by the Board of Directors;  (2) make disbursements of corporate funds
as authorized by the Board; 3) render a statement of the corporation's financial
condition  and an  account  of all  transactions  conducted  as Chief  Financial
Officer whenever  requested by the Chairman,  the Chief Executive Officer or the
Board of  Directors;  and (4) have other  powers  and  perform  other  duties as
prescribed by the Board of Directors or the bylaws.

     Unless the Board of Directors has elected a separate  Treasurer,  the Chief
Financial Officer shall be deemed to be the treasurer for purposes of giving any
reports or executing any certificates or other documents.

                                   ARTICLE VI
                     INDEMNIFICATION OF DIRECTORS, OFFICERS,
                           EMPLOYEES, AND OTHER AGENTS

Section 1. AGENTS, PROCEEDINGS,  AND EXPENSES. For the purposes of this Article,
"agent" means any person who is or was a Director,  officer,  employee, or other
agent of this  corporation,  or who is or was  serving  at the  request  of this
corporation as a Director,  officer,  employee,  or

                                       14
<PAGE>

agent of another foreign or domestic  corporation,  partnership,  joint venture,
trust or other enterprise, or who was a Director, officer, employee, or agent of
a  foreign  or  domestic   corporation  that  was  a  predecessor   corporation;
"proceeding"  means any threatened,  pending,  or competed action or proceeding,
whether  civil,  criminal,   administrative  or  investigative;  and  "expenses"
includes,  without limitation,  attorney fees and any expenses of establishing a
right to indemnification under Section 4 or Section 5(d) of this Article VI.

Section 2. ACTIONS OTHER THAN BY THE CORPORATION.  This  corporation  shall have
the power to indemnify any person who was or is a party,  or is threatened to be
made a party, to any proceeding (other than an action by or in the right of this
corporation  to procure a judgment in its favor) by reason of the fact that such
person  is or was an agent of this  corporation,  against  expenses,  judgments,
fines,  settlements,  and other  amounts  actually  and  reasonably  incurred in
connecting  with such  proceeding  if that  person  acted in good faith and in a
manner that the person  reasonably  believed to be in the best interests of this
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to believe the  conduct of that  person was  unlawful.  The  termination  of any
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person  did not act in good  faith and in a manner  that the  person  reasonably
believed to be in the best interests of this  corporation or that the person had
reasonable cause to believe that the person's conduct was not unlawful.

Section 3. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. This corporation shall
have the power to indemnify any person who was or is a party, or is a threatened
to be made a party, to any threatened, pending, or completed action by or in the
right of this  corporation  to procure a judgment  in its favor by reason of the
fact that such person is or was an agent of this  corporation,  against expenses
actually and reasonably  incurred by such person in connection  with the defense
or  settlement of that action,  if such person acted in good faith,  in a manner
such person  believed to be in the best  interests of this  corporation  and its
shareholders.  No  indemnification  shall be made under  this  Section 3 for the
following:

(a)  With  respect to any claim,  issue,  or matter as to which such  person has
     been adjudged to be liable to this  corporation in the  performance of such
     person's duty to the corporation and its  shareholders,  unless and only to
     the extent that the court in which such  proceeding is or was pending shall
     determine on  application  that,  in view of all the  circumstances  of the
     case,  such  person is fairly and  reasonable  entitled  to  indemnity  for
     expenses and then only to the extent that the court shall determine;

(b)  Amounts paid in settling or otherwise disposing of a pending action without
     court approval; or (c) Expenses incurred in defending a pending action that
     is settled or otherwise disposed of without court approval.

Section  4.  SUCCESSFUL  DEFENSE BY AGENT.  To the extent  that an agent of this
corporation  has been  successful  on the merits in  defense  of any  proceeding
referred  to in Section 2 or 3 of this  Article  VI, or in defense of any claim,
issue,  or matter  therein,  the agent  shall be  indemnified  against  expenses
actually and reasonably incurred by the agent in connection therewith.

Section 5.  REQUIRED  APPROVAL.  Except as provided in Section 4 of this Article
VI, any indemnification under this Section shall be made by the Corporation only
if authorized in the specific case, after a determination  that  indemnification
of the  agent is  proper  in the  circumstances  because  the  agent has met the
applicable  standard  of  conduct  set  forth  in  Section  2 or 3 by one of the
following:  (a) A majority vote of a quorum  consisting of Directors who are not
parties to such proceeding;  (b) Independent  legal counsel in a written opinion
if a  quorum  of  Directors  who are not  parties  to such a  proceeding  is not

                                       15
<PAGE>

available;  (c) (i)  The  affirmative  vote  of a  majority  of  shares  of this
corporation  entitled  to vote  represented  at a duly held  meeting  at which a
quorum is present;  or (ii) the written  consent of holders of a majority of the
outstanding  shares entitled to vote (for purposes of this subsection  5(c), the
shares owned by the person to be indemnified shall not be considered outstanding
or entitled to vote thereon); or (d) The court in which the proceeding is or was
pending, on application made by this corporation or the agent or the attorney or
other person rendering  services in connection with the defense,  whether or not
such  application  by the agent,  attorney,  or other  person is opposed by this
corporation.

Section 6. ADVANCE OF EXPENSES.  Expenses  incurred in defending any  proceeding
may be  advanced  by the  corporation  before  the  final  disposition  of  such
proceeding  on receipt of an  undertaking  by or on behalf of the agent to repay
such amounts if it shall be determined ultimately that the agent is not entitled
to be  indemnified  as authorized  in this Article VI. By unanimous  vote of all
Directors,  other than a Director  who may be a party to such  proceeding,  this
provision requiring an undertaking may be waived;  provided,  however, that such
waiver shall not relieve the agent of liability.

Section 7. OTHER  CONTRACTURAL  RIGHTS.  The  indemnification  provided  by this
Article  VI shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled  under any Bylaw,  agreement,  vote of
shareholders or  disinterested  Directors,  or otherwise both as to action in an
official  capacity  and as to action in  another  capacity  while  holding  such
office, to the extent such additional rights to  indemnification  are authorized
in the articles of the  corporation.  Nothing in this  section  shall affect any
right to indemnification to which persons other than such Directors and officers
may be entitled by contract or otherwise.

Section 8. LIMITATIONS.  No  indemnification or advance shall be made under this
Article  VI,  except  as  provided  in  Section  4 or  Section  5  (d),  in  any
circumstance if it appears:

(a)  That it would be inconsistent  with a provision of the articles,  Bylaws, a
     resolution  of the  shareholders,  or an agreement in effect at the time of
     the accrual of the alleged  cause of action  asserted in the  proceeding in
     which expenses were incurred or other amounts were paid, which prohibits or
     otherwise limits indemnification; or

(b)  That it would be  inconsistent  with any condition  expressly  imposed by a
     court in approving settlement.

Section 9. INSURANCE.  This  corporation may purchase and maintain  insurance on
behalf of any agent of the corporation  insuring against any liability  asserted
against or incurred by the agent in that  capacity or arising out of the agent's
status  as  such,  whether  or not this  corporation  would  have  the  power to
indemnify the agent against that liability  under the provisions of this Article
VI.

Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article VI does
not apply to any proceeding against any trustee,  investment  manager,  or other
fiduciary of an employee  benefit plan in that person's  capacity as such,  even
though  that  person may also be an agent of the  corporation.  The  corporation
shall have the power to  indemnify,  and to purchase and  maintain  insurance on
behalf  of any such  trustee,  investment  manager,  or other  fiduciary  of any
benefit plan for any or all of the  Directors,  officers,  and  employees of the
corporation or any of its subsidiary of affiliated corporations.

Section 11.  SURVIVAL OF RIGHTS.  The rights  provided by this  Article VI shall
continue  for a person  who has  ceased to be an agent  and  shall  inure to the
benefit of the heirs, executors, and administrators of such person.

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Section 12. EFFECT OF AMENDMENT. Any amendment,  repeal, or modification of this
Article VI shall not adversely affect an agent's right or protection existing at
the time of such amendment, repeal, or modification.

Section  13.  SETTLEMENT  OF  CLAIMS.  The  corporation  shall  not be liable to
indemnify any agent under this Article VI for (a) any amounts paid in settlement
of any action or claim effected without the corporation's written consent, which
consent shall not be  unreasonably  withheld or (b) any judicial  award,  if the
corporation was not given a reasonable and timely opportunity to participate, at
its expense, in the defense of such action.

Section  14.  SUBROGATION.  In the event of payment  under this  Article VI, the
corporation  shall be  subrogated  to the  extent of such  payment to all of the
rights of recovery of the agent, who shall execute all papers required and shall
do  everything  that may be  necessary  to secure  such  rights,  including  the
execution  of such  documents  as may be  necessary  to enable  the  corporation
effectively to bring suit to enforce such rights.

Section 15. NO  DUPLICATION  OF PAYMENTS.  The  corporation  shall not be liable
under this  Article VI to make any  payment  in  connection  with any claim made
against  the  agent to the  extent  the agent has  otherwise  actually  received
payment, whether under a policy of insurance,  agreement, vote, or otherwise, of
the amounts otherwise indemnifiable under this Article.

                                  ARTICLE VII
                               RECORDS AND REPORTS

Section 1. MAINTENANCE OF SHAREHOLDER RECORD AND INSPECTION BY SHAREHOLDERS. The
corporation shall keep at its principal executive office or at the office of its
transfer  agent or  registrar,  as  determined  by  resolution  of the  Board of
Directors, a record of the names and addresses of all shareholder and the number
and class of shares held by each shareholder,  a copy certified by the Secretary
of State of the  corporation's  articles  of  incorporation  and all  amendments
thereto, and a copy certified by an officer of the corporation of its bylaws and
all amendments thereto.

     Any  person  who has been a  shareholder  of  record  for at least 6 months
immediately  preceding his or her demand,  or any  shareholder  or  shareholders
holding at least 5 percent in the aggregate of the outstanding  voting shares of
the  corporation  shall  have the  right to  inspect  and  copy  the  record  of
shareholders' names and addresses and shareholdings during usual business hours,
on five days' prior written demand on the corporation.

Section 2. MAINTENANCE AND INSPECTION OF BYLAWS.  The corporation  shall keep at
its principal  executive office, or if its principal  executive office is not in
the State of Nevada,  at its  principal  business  office in this state,  a copy
certified  by an  officer of the  corporation  of the Bylaws as amended to date,
which shall be open to inspection by the  shareholders  at all reasonable  times
during office hours.  If the principal  executive  office of the  corporation is
outside the State of Nevada and the corporation has no principal business office
in this state,  the Secretary  shall, on the written request of any shareholder,
furnish to that shareholder a copy of the Bylaws as amended to date.

Section 3.  MAINTENANCE  AND INSPECTION OF MINUTES AND ACCOUNTING  RECORDS.  The
minutes of proceedings of the shareholders,  Board of Directors,  and committees
of the  Board,  and the  accounting  books  and  records,  shall  be kept at the
principal executive office of the corporation,  or at such other place or places
as designated  by the Board of  Directors.  The minutes shall be kept in written
form, and the accounting  books and records shall

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<PAGE>

be kept  either in written  form or in a form  capable of being  converted  into
written  form.  The minutes and  accounting  books and records  shall be open to
inspection on the written demand of any  shareholder or holder of a voting trust
certificate at any reasonable  time during usual business  hours,  for a purpose
reasonably  related to the holder's  interests as a  shareholder  or holder of a
voting trust certificate. The inspection may be made in person or by an agent or
attorney, and shall include the right to copy and made extracts. These rights of
inspection shall extend to the records of each subsidiary of the corporation.

Section 4. INSPECTION BY DIRECTORS. Every Director shall have the absolute right
at any  reasonable  time to inspect all books,  records,  and documents of every
kind and the physical  properties of the  corporation and each of its subsidiary
corporations. This inspection by a Director may be made in person or by an agent
or  attorney  and the right of  inspection  includes  the right to copy and make
extracts of documents.

Section 5. ANNUAL REPORT TO SHAREHOLDERS.  The Board of Directors shall cause an
annual report to be sent to the  shareholders  not later than 120 days after the
close of the fiscal year adopted by the  corporation.  This report shall be sent
at least 15 days  (if  third-class  mail is used,  35 days)  before  the  annual
meeting of shareholders to be held during the next fiscal year and in the manner
specified for giving notice to  shareholders in Section 5 of Article II of these
Bylaws.  The annual  report shall  contain a balance  sheet as of the end of the
fiscal year and an income statement and a statement of cash flows for the fiscal
year  prepared in  accordance  with  generally  accepted  accounting  principles
applied on a  consistent  basis and  accompanied  by any  report of  independent
accountants,  or, if there is no such report,  the  certificate of an authorized
officer of the corporation  that the statements were prepared without audit from
the corporation's books and records.

Section  6.  FINANCIAL  STATEMENTS.  The  corporation  shall keep a copy of each
annual financial  statement,  quarterly or other periodic income statement,  and
accompanying  balance  sheets  prepared  by  the  corporation  on  file  in  the
corporation's principal executive office for 12 months; these documents shall be
exhibited at all reasonable  times,  or copies  provided,  to any shareholder on
demand.

     If no annual report for the last fiscal year has been sent to shareholders,
on written request of any shareholder made more than 120 days after the close of
the fiscal year the corporation shall deliver or mail to the shareholder, within
30 days after  receipt  of the  request,  a balance  sheet as of the end of that
fiscal year and an income  statement and statement of cash flows for that fiscal
year.

     A shareholder or shareholders  holding 5 percent or more of the outstanding
shares of any class of stock of the corporation may request in writing an income
statement  for the most recent  three-month,  six-month,  or  nine-month  period
(ending more than 30 days before the date of the request) of the current  fiscal
year, and a balance sheet of the  corporation  as of the end of that period.  If
such documents are not already prepared, the chief financial officer shall cause
them to be prepared and shall deliver the  documents  personally or mail them to
the  requesting  shareholders  within 30 days after  receipt off the request.  A
balance sheet, income statement, and statement of cash flows for the last fiscal
year shall also be included, unless the corporation has sent the shareholders an
annual report for the last fiscal year.

     Quarterly income  statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of independent  accountants  engaged
by the  corporation  or the  certification  of an authorized  corporate  officer
stating that the  financial  statements  were  prepared  without  audit from the
corporation's books and records.

Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION.

(a)  Every year,  during the calendar  month in which the  original  Articles of
     Incorporation   were  filed  with  the  Nevada   Secretary  of  State,  the
     corporation  shall  file a  statement

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<PAGE>

     with the  Secretary  of State on the  prescribed  form,  setting  forth the
     authorized  number  of  Directors;  the  names  and  complete  business  or
     residence  addresses  of all  incumbent  Directors;  the names and complete
     business or residence  addresses of the President,  the Secretary,  and the
     Treasurer;  the street  address of the  corporation's  principal  executive
     office or  principal  business  office in this state;  a  statement  of the
     general type of business  constituting the principal  business  activity of
     the corporation;  and a designation of the agent of the corporation for the
     purposes of process.

(b)  Notwithstanding  the provisions of paragraph (a) of this section,  if there
     has been no change in the  information  in the  corporation's  last  annual
     statement on file in the Secretary of State's office,  the corporation may,
     in lieu of filing the annual  statement  described in paragraph (a) of this
     section,  advise the Secretary of State, on the  appropriate  form, that no
     changes in the required  information  have occurred  during the  applicable
     period.

                                  ARTICLE VIII
                            GENERAL CORPORATE MATTERS

Section 1. RECORD DATE FOR PURPOSES  OTHER THAN NOTICE AND VOTING.  For purposes
of  determining  the  shareholders  entitled to receive  payment of dividends or
other  distributions or allotment of rights,  or entitled to exercise any rights
in respect of any other lawful action (other than voting at and receiving notice
of shareholders' meetings and giving written consent of the shareholders without
a meeting), the Board of Directors may fix in advance a record date, which shall
be not  more  than 60 nor less  than 10 days  before  the  date of the  dividend
payment, distribution, allotment, or other action. If a record date is so fixed,
only  shareholders  of  record at the close of  business  on that date  shall be
entitled to receive the dividend,  distribution,  or allotment of rights,  or to
exercise the other rights, as the case may be,  notwithstanding  any transfer of
shares on the  corporation's  books after the record  date,  except as otherwise
provided by statute.

     If the Board of  Directors  does not so fix a record date in  advance,  the
record  date  shall be at the close of  business  on the later of (1) the day on
which the Board of Directors  adopts the  applicable  resolution or (2) the 60th
day before the date of the dividend payment, distribution,  allotment of rights,
or other action.

Section 2. AUTHORIZED  SIGNATORIES FOR CHECKS. All checks,  drafts, 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  authorized from time to time by resolution of the
Board of Directors.

Section 3. EXECUTING  CORPORATE  CONTRACTS AND INSTRUMENTS.  Except as otherwise
provided  in the  articles  or in  these  Bylaws,  the  Board  of  Directors  by
resolution may authorize any officer,  officers,  agent, or agents to enter into
any  contract or to execute any  instrument  in the name of and on behalf of the
corporation.  This authority may be general or it may be confined to one or more
specific matters. no officer,  agent, employee or other person purporting to act
on behalf of the  corporation  shall  have any  power or  authority  to bind the
corporation  in any way, to pledge the  corporation's  credit,  or to render the
corporation  liable for any  purpose or in any  amount,  unless  that person was
acting with  authority  duly  granted by the Board of  directors  as provided in
these  Bylaws,  or  unless  an  unauthorized  act  was  later  ratified  by  the
corporation.

Section 4.  CERTIFICATES FOR SHARES. A certificate or certificates for shares of
the capital stock of the corporation  shall be issued to each  shareholder  when
any of the shares are fully paid.

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<PAGE>

     In addition to certificates  for fully paid shares,  the Board of directors
may authorize the issuance of  certificates  for shares that are partly paid and
subject to call for the  remainder  of the  purchase  price,  provided  that the
certificates representing partly paid shares shall state the total amount of the
consideration to be paid for the shares and the amount actually paid.

     All certificates shall certify the number of shares and the class or series
of shares represented by the certificate all certificates shall be signed in the
name of the  corporation  by (1) either by the chair of the board of  Directors,
the Vice Chairman of the Board of directors,  the Chief Executive  Officer,  the
president,  or any Vice President,  and (2) either the Chief Financial  Officer,
any assistant Treasurer, the Secretary, or any Assistant Secretary.

     Any or all of the signatures on the  certificate  may be facsimile.  If any
officer,  transfer  agent,  or  registrar  who has  signed  or  whose  facsimile
signature has been placed on a certificate shall have ceased to be that officer,
transfer agent, or registrar before that certificate is issued,  the certificate
may be issued by the corporation  with the same effect as if that person were an
officer, transfer agent, or registrar at the date of issue.

Section  5. LOST  CERTIFICATES.  except as  provided  in this  Section 5, no new
certificates for shares shall be issued to replace old  certificates  unless the
old certificate is surrendered to the  corporation for  cancellation at the same
time. If share  certificates  or  certificates  for any other security have been
lost, stolen, or destroyed, the Board of Directors may authorize the issuance of
replacement certificates on terms and conditions as required by the board, which
may include a requirement  that the owner give the  corporation a bond (or other
adequate  security)  sufficient to indemnify the  corporation  against any claim
that may be made against it  (including  any expense or liability) on account of
the alleged loss,  theft,  or destruction of the old certificate or the issuance
of the replacement certificate.

Section 6. SHARES OF OTHER CORPORATIONS. HOW VOTED. Shares of other corporations
standing in the name of this corporation  shall be voted by one of the following
persons, listed in order of preference:

     (1) chair of the Board, or person designated by the chair of the Board; (2)
President,  or person designated by the President;  (3) First Vice President, or
person  designated by the First Vice President;  (4) other person  designated by
the Board of Directors.

     The authority to vote shares granted by this section includes the authority
to execute a proxy in the name of the  corporation  for  purposes  of voting the
shares.

Section 7. REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX DEDUCTIBLE. If all or
part of the  compensation,  including  expenses,  paid by the  corporation  to a
Director,  officer, employee, or agent is finally determined not to be allowable
to the  corporation  as a federal or state income tax  deduction,  the Director,
officer,  employee  or agent to whom the  payment  was made  shall  repay to the
corporation  the  amount  disallowed.  The  Board  of  Directors  shall  enforce
repayment of each such amount disallowed by the taxing authorities.

Section 8. CONSTRUCTION AND DEFINITIONS.  Unless the context requires otherwise,
the general  provisions,  rules of  construction,  and  definitions in NRS78.010
through 78.795 shall govern the  construction of these Bylaws.  Without limiting
the generality of this provision,  the singular number includes the plural,  the
plural  number  includes the  singular,  and the term  "person"  includes both a
corporation and a natural person.

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<PAGE>


                                   ARTICLE IX
                                   AMENDMENTS

Section 1. AMENDMENT BY SHAREHOLDERS.  New Bylaws may be adopted or these Bylaws
may be  amended  or  repealed  by the vote or  written  consent  of holders of a
majority of the outstanding shares entitled to vote; provided,  however, that if
the  Articles  of  Incorporation  of the  corporation  set forth  the  number of
authorized Directors of the corporation,  the authorized number of Directors may
be changed only by an amendment of the Articles of Incorporation.

Section 2.  POWERS OF  DIRECTORS.  Subject to the right of the  Shareholders  to
adopt,  amend or repeal Bylaws, as provided in Section 1 of this Article IX, the
Board of Directors may adopt,  amend, or repeal any of these Bylaws other than a
Bylaw or amendment thereof changing the authorized number of Directors.

     I, the undersigned Secretary of Invvision Capital, Inc. hereby certify that
these are the approved and adopted bylaws of the Corporation, as amended through
this date.

         Executed this 22nd day of November, 2003.



                                   /s/ Edward P. Rea
                                   -------------------------------------
                                       Edward P. Rea, Secretary













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