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                                                                     EXHIBIT 3.1

                   BYLAWS OF VOICESTREAM WIRELESS CORPORATION


                                   ARTICLE I.
                                     OFFICES


        Section 1. The registered office of the corporation in the State of
Delaware shall be at 1013 Centre Road, in the city of Wilmington, County of New
Castle. The registered agent in charge thereof shall be The Prentice-Hall
Corporation System, Inc.


        Section 2. The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.


                                   ARTICLE II.
                             STOCKHOLDERS' MEETINGS


        Section 1. Place of Meetings: Meetings of stockholders shall be held at
the registered office of the corporation in this state or at such place, either
within or without this state, as may be selected from time to time by the Board
of Directors.


        Section 2. Annual Meetings: The annual meeting of the stockholders shall
be held on the second Tuesday of June in each year if not a legal holiday, and
if a legal holiday, then on the next business day following at ten o'clock a.m.,
when they shall elect a Board of Directors and transact such other business as
may properly be brought before the meeting. If the annual meeting for election
of directors is not held on the date designated therefor, the directors shall
cause the meeting to be held as soon thereafter as convenient or on such other
day selected by the Board.


        Section 3. Election of Directors: Elections of the directors of the
corporation shall be by written ballot.


        Section 4. Special Meetings: Special Meetings of the stockholders may be
called at any time by the President, or the Board of Directors. At any time,
upon written request of any person or persons who have duly called a special
meeting, it shall be the duty of the Secretary to fix the date of the meeting,
to be held not more than sixty days after receipt of the request, and to give
due notice thereof. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons calling the meeting
may do so.


        Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all stockholders
entitled to vote are present and consent.


        Section 5. Quorum: A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding shares entitled to vote is represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as


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originally noticed. The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.


        Section 6. Proxies: Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.


        A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally. All
proxies shall be filed with the Secretary of the meeting before being voted
upon. A stockholder may revoke any proxy which is not irrevocable by attending
the meeting and voting in person or by filing an instrument in writing revoking
the proxy or by filing another duly executed proxy bearing a later date with the
Secretary.


        Section 7. Notice of Meetings: Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting shall
be given which shall state the place, date and hour of the meeting, and, in the
case of a special meeting, the purpose for which the meeting is called.


        Unless otherwise provided by law, written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting.


        Section 8. Written Consent in Lieu of Meetings: Any action required to
be taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
so consented in writing.


        Section 9. List of Stockholders: The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
No share of stock upon which any installment is due and unpaid shall be voted at
any meeting. The list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified, or at the place
where the meeting is to be held. The



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list shall also be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any stockholder who is present.

                                  ARTICLE III.
                                   DIRECTORS


        Section 1. General: The business and affairs of this corporation shall
be managed by its Board of Directors, which shall have not less than one nor
more than seventeen members, which number may be modified from time to time by
resolution of the Board of Directors, but in no even shall the number of
directors be less than one. The directors need not be residents of this state or
stockholders in the corporation. They shall be elected by the stockholders at
the annual meeting of stockholders of the corporation, and each director shall
be elected for the term of one year, and until his or her successor shall be
elected and shall qualify or until his or her earlier resignation or removal.


        Section 2. Regular Meetings: Regular meetings of the Board shall be held
with ten (10) days prior notice at such time and place as shall be determined by
the Board. The Board may hold its meetings within or without the state of
Delaware.


        Section 3. Special Meetings: Special meetings of the Board may be called
by the President or the Chairman of the Board on two (2) days notice to each
director, either personally, or by mail, telephone, facsimile or telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of a majority of the directors in
office.


        Section 4. Quorum: A majority of the total number of directors shall
constitute a quorum for the transaction of business.


        Section 5. Written 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 all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.


        Section 6. Conference Telephone: One or more directors may participate
in a meeting of the Board, of a committee of the Board or of the stockholders,
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person at such
meeting.


        Section 7. Compensation: The amount, if any, which each director shall
be entitled to receive as compensation for his services as such shall be fixed
from time to time by resolution of the Board of Directors.


        Section 8. Removal: Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.




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        Section 9. Adjournment. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting of the Board to another time or
place. No notice need be given of any adjourned meeting unless the time and
place of the adjourned meeting are not announced at the time of adjournment, in
which case notice conforming to the requirements of herein shall be given to
each director.


                                   ARTICLE IV.
                                    OFFICERS


        Section 1. Positions: The executive officers of the corporation shall be
chosen by the directors and shall be a President, Secretary and Controller. The
Board of Directors may also choose a Chairman, a Chief Executive Officer, a
Chief Operating Officer, one or more Vice Presidents and such other officers as
it shall deem necessary. Any number of offices may be held by the same person.


        Section 2. Salaries: Salaries of the officers and agents of the
corporation shall be fixed by the Board of Directors.


        Section 3. Term of Office: The officers of the corporation shall hold
office for one year and until their successors are chosen and have qualified.
Any officer or agent elected or appointed by the Board may be removed by the
Board of Directors with or without cause.


        Section 4. President: The President shall preside at all meetings of the
stockholders and directors; he or she shall have general and active management
of the business of the corporation, shall see that all orders and resolutions of
the Board are carried into effect, subject, however, to the right of the
directors to delegate any specific powers, except such as may be by statute
exclusively conferred on the President, to any other officer or officers of the
corporation. He or she shall execute bonds, mortgages, and other contracts
requiring a seal, under the seal of the corporation. He or she shall be an
EX-OFFICIO member of all committees, and shall have the general power and duties
of supervision and management usually vested in the office of President of a
corporation.


        Section 5. Secretary: The secretary shall attend all sessions of the
Board and all meetings of the stockholders and act as clerk thereof, and record
all the votes of the corporation and the minutes of all its transactions in a
book to be kept for that purpose, and shall perform like duties for all
committees of the Board of Directors when required. He or she shall give, or
cause to be given, notice of all meetings of the stockholders and of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, and under whose supervision he or she shall be.
He or she shall keep in safe custody the corporate seal of the corporation, and
when authorized by the Board, affix the same to any instrument requiring it.


        Section 6. Controller: The Controller shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation, and shall keep
the monies of the corporation in a separate account to the credit of the
corporation. He or she shall disburse the funds of the corporation as


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may be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the President and directors, at the regular meetings of the
Board, or whenever they may require it, an account of all his or her
transactions as Controller and of the financial condition of the corporation.

                                   ARTICLE V.
                                    VACANCIES


        Section 1. Vacancies by death, resignation, removal, or otherwise: Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director. If at any time, by
reason of death or resignation or other cause, the corporation should have no
directors in office, then any officer or any stockholder or an executor,
administrator, trustee or guardian of a stockholder, or other fiduciary
entrusted with like responsibility for the person or estate of a stockholder,
may call a special meeting of stockholders in accordance with the provisions of
these Bylaws.


        Section 2. Resignations Effective at Future Date: When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective.


                                   ARTICLE VI.
                                CORPORATE RECORDS


        Any stockholder of record, in person or by attorney or other agent,
shall upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or other agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the corporation at its registered office in this state or at its principal place
of business.


                                  ARTICLE VII.
                       STOCK CERTIFICATES, DIVIDENDS, ETC.


        Section 1. Certificates of Stock, Uncertificated Shares: The shares of
the corporation shall be represented by certificates, provided that the Board of
Directors may provide by resolution that some or all of any or all classes or
series of the stock of the corporation shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until each
certificate is surrendered to the corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock in the
corporation


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represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
corporation, by the Chairman of the Board, President or a Vice President, and by
the Controller, an Assistant Controller, or the Secretary or an Assistant
Secretary, representing the number of shares registered in certificate form.
Such certificate shall be in such form as the Board of Directors may determine,
to the extent consistent with applicable law, the Certificate of Incorporation
and these Bylaws.

        Section 2. Signatures; Facsimile: All of such signatures on the
certificate may be a facsimile, engraved or printed, to the extent permitted by
law. In case any officer, transfer agent or registrar who has signed, or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.


        Section 3. Lost, Stolen or Destroyed Certificates: The Secretary of the
corporation may cause a new certificate of stock or uncertificated shares in
place of any certificate therefor issued by the corporation, alleged to have
been lost, stolen or destroyed, upon delivery to the Secretary of an affidavit
of the owner or owners of such certificate, or his or their legal representative
setting forth such allegation. The Secretary may require the owner or owners of
such lost, stolen or destroyed certificate, or his or their legal
representative, to give the corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of any such new
certificate or uncertificated shares.


        Section 4. Transfer of Stock: Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares, duly endorsed or
accompanied by appropriate evidence of succession, assignment or authority to
transfer, the corporation shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Within a reasonable time after the transfer of uncertificated stock, the
corporation shall send to the registered owner thereof a written notice
containing the information required to be set forth or stated on certificates
pursuant to Section 151, 156, 202(a) or 218(a) of the Delaware General
Corporation Law. Subject to the provisions of the Certificate of Incorporation
and these Bylaws, the Board of Directors may prescribe such additional rules and
regulations as it may deem appropriate relating to the issue, transfer and
registration of shares of the corporation.


        Section 5. Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the corporation shall have notice of such claim or interest.
Whenever any transfer of shares shall be made for collateral security, and not
absolutely, it shall be so expressed in the entry of the transfer if, when the
certificates are presented to the corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and transferee
request the corporation to do so.




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        Section 6. Transfer Agent and Registrar: The Board of Directors may
appoint one or more transfer agents and registrars, and may require all
certificates representing shares to bear the signature of any such transfer
agents or registrars.


        Section 7. Record Date: In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.


        If no record date is fixed:


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


             (b) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the first date on which
a signed written consent setting forth the action taken or proposed to be taken
is delivered to the corporation by delivery to its registered office in this
state, its principal place of business, or an officer or agent of the
corporation having custody of the book in which the proceedings of meetings of
stockholders are recorded.


             (c) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.


             (d) A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.


        Section 8. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation from time to time and
to such extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.


        Section 9. Reserves: Before payment of any dividend there may be set
aside out of the net profits of the corporation such sum or sums as the
directors, from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interests of the
corporation, and the directors may abolish any such reserve in the manner in
which it was created.




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                                  ARTICLE VIII.
                                 INDEMNIFICATION


        Section 1. Indemnification: Any individual who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
suit, or proceeding (a "Proceeding"), whether civil, criminal, administrative,
or investigative (whether or not by or in the right of the corporation), by
reason of the fact that such individual, or an individual of whom such
individual is the legal representative, is or was a director, officer,
incorporator, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, incorporator, employee,
partner, trustee, or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (an "Other Entity"), shall be
indemnified by the corporation to the full extent permitted by law against
expenses (including counsel fees and disbursements), judgments, fines (including
excise taxes assessed on an individual with respect to an employee benefit
plan), and amounts paid in settlement incurred by him or her in connection with
such Proceeding. Any other individual may be similarly indemnified in respect of
service to the Corporation or to an Other Entity at the request of the
Corporation to the extent the Board of Directors at any time specifies that any
such individual is entitled to the benefits of this Article VIII.


        Section 2. Advancement of Expenses: The corporation shall, from time to
time, reimburse or advance to any director or officer or such other individual
entitled to indemnification hereunder the funds necessary for payment of
expenses, including attorneys' fees and disbursements, incurred in connection
with any Proceeding, in advance of the final disposition of such Proceeding;
provided, however, that, if (and only if) required by the Delaware General
Corporation Law, such expenses incurred by or on behalf of any director or
officer or other individual may be paid in advance of the final disposition of a
Proceeding only upon receipt by the corporation of an undertaking, by or on
behalf of such director or officer (or other individual indemnified hereunder),
to repay any such amount so advanced if it shall ultimately be determined by
final judicial decision from which there is no further right of appeal that such
director, officer or other individual is not entitled to be indemnified for such
expenses.


        Section 3. Rights Not Exclusive: The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article VIII shall not be deemed exclusive of any other rights to which an
individual seeking indemnification or reimbursement or advancement of expenses
may have or hereafter be entitled under any statute, the Certificate of
Incorporation, these Bylaws, any agreement, any vote of stockholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office.


        Section 4. Continuing Rights. The rights to indemnification and
reimbursement or advancement of expenses by, or granted pursuant to, this
Article VIII shall continue as to an individual who has ceased to be a director
or officer (or other individual indemnified hereunder), shall inure to the
benefit of the executors, administrators, legatees and distributees of such
individual, and in either case, shall inure whether or not the claim asserted is
based on matters which antedate the adoption of this Article VIII.


        Section 5. Insurance. The corporation shall have power to purchase and



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maintain insurance on behalf of any individual who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation, as a director, officer, employee or agent of an
Other Entity, against any liability asserted against such individual and
incurred by such individual in any such capacity, or arising out of such
individual's status as such, whether or not the Corporation would have the power
to indemnify such individual against such liability under the provisions of the
Certificate of Incorporation, these Bylaws or under Section 145 of the Delaware
General Corporation Law or any other provision of law.


        Section 6. Contract Rights; No Repeal: The provisions of this Article
VIII shall be a contract between the corporation, on the one hand, and each
director and officer who serves in such capacity at any time while this Article
VIII is in effect and any other individual indemnified hereunder, on the other
hand, pursuant to which the corporation and each such director, officer, or
other individual intend to be legally bound. No repeal or modification of this
Article VIII shall affect any rights or obligations with respect to any state of
facts then or, heretofore or thereafter brought or threatened based in whole or
in part upon any such state of facts.


        Section 7. Enforceability; Burden of Proof: The rights of
indemnification and reimbursement or advancement of expenses provided by, or
granted pursuant to, this Article VIII shall be enforceable by any individual
entitled to such indemnification or reimbursement or advancement of expenses in
any court of competent jurisdiction. The burden of proving that such
indemnification or reimbursement or advancement of expenses is inappropriate
shall be on the corporation. Neither the failure of the corporation (including
its Board of Directors, its independent legal counsel and its stockholders) to
have made a determination prior to the commencement of such action that such
indemnification or reimbursement or advancement of expenses is proper in the
circumstances nor an actual determination by the corporation (including its
Board of Directors, its independent legal counsel and its stockholders) that
such individual is not entitled to such indemnification or reimbursement or
advancement of expenses shall constitute a defense to the action or create a
presumption that such individual is not so entitled. Such an individual shall
also be indemnified or any expenses incurred in connection with successfully
establishing his or her right to such indemnification or reimbursement or
advancement of expenses, in whole or in part, in any such Proceeding.


        Section 8. Service at the Request of the Corporation: Any director or
officer of the corporation serving in any capacity in (a) another corporation of
which a majority of the shares entitled to vote in the election of its directors
is held, directly or indirectly, by the Corporation or (b) any employee benefit
plan of the corporation or any corporation referred to in clause (a) shall be
deemed to be doing so at the request of the corporation.


        Section 9. Right to Be Covered by Applicable Law: Any individual
entitled to be indemnified or to reimbursement or advancement of expenses as a
matter of right pursuant to this Article VIII may elect to have the right to
indemnification or reimbursement or advancement of expenses interpreted on the
basis of the applicable law in effect at the time of the occurrence of the event
or events giving rise to the applicable Proceeding, to the extent permitted by
law, or on the basis of the applicable law in effect at the time such
indemnification or



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reimbursement or advancement of expenses is sought. Such election shall be made,
by a notice in writing to the corporation, at the time indemnification or
advancement of expenses is sought; provided, however, that if no such notice is
given, the right to indemnification or reimbursement or advancement of expenses
shall be determined by the law in effect at the time indemnification or
reimbursement or advancement of expenses of sought.


                                   ARTICLE IX.
                             MISCELLANEOUS PROVISION


        Section 1. Checks: All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.


        Section 2. Fiscal Year: The fiscal year shall end on December 31.

        Section 3. Notice: Whenever written notice is required to be given to
any person, it may be given to such person, either personally or by sending a
copy thereof through the mail, or by telegram, charges prepaid, to his or her
address appearing on the books of the corporation, or supplied by him to the
corporation for the purpose of notice, or by facsimile to a facsimile number
supplied by him to the corporation for the purpose of notice. If the notice is
sent by mail, facsimile or by telegraph, it shall be deemed to have been given
to the person entitled thereto when, if by mail, deposited in the United States
mail or if by facsimile when receipt confirmed or if by telegraph when deposited
with a telegraph office for transmission to such person. Such notice shall
specify the place, day and hour of the meeting and, in the case of a special
meeting of stockholders, the general nature of the business to be transacted.


        Section 4. Waiver of Notice: Whenever any written notice is required by
statute, or by the certificate or by the Bylaws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Except in the case of a special meeting of
stockholders neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance of
a person either in person or by proxy, at any meeting shall constitute a waiver
of notice of such meeting except where a person attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened.


        Section 5. Disallowed Compensation: Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him or her, which shall be
disallowed in whole or in part as a deductible expense by the Internal Revenue
Service, shall be reimbursed by such officer or employee to the corporation to
the full extent of such disallowance. It shall be the duty of the directors, as
a Board, to enforce payment of each such amount disallowed. In lieu of payment
by the officers or employee, subject to the determination of the directors,
proportionate amounts may be withheld from his or her future compensation
payments until the amount owed to the corporation has been recovered.




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        Section 6. Resignations: Any director or other officer may resign at
anytime, such resignation to be in writing, and to take effect from the time of
its receipt by the corporation, unless such time is fixed in the resignation and
then from that date. The acceptance of a resignation shall not be required to
make it effective.


        Section 7. Directors Held Harmless: Directors of the corporation shall
not be liable to either the corporation or its stockholders for monetary damages
for a breach of fiduciary duties unless the breach involves: (1) a director's
duty of loyalty to the corporation or its stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; or (3) liability for unlawful payments of dividends or unlawful stock
purchases or redemption by the corporation. Notwithstanding any of the
foregoing, the directors reserve the right to adopt separate indemnification
agreements for each officer and/or director which will not be construed to
supersede any of the foregoing.



                                   ARTICLE X.
                                ANNUAL STATEMENT

        Section 1. The President and Board of Directors shall present at each
annual meeting a full and complete statement of the business and affairs of the
corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.


                                   ARTICLE XI.
                               AMENDMENT OF BYLAWS


        Section 1. By the Stockholders: These Bylaws may be amended or repealed
at any regular or special meeting of the stockholders if notice of the proposed
amendment is contained in the notice of the meeting.


        Section 2. By the Board of Directors: These Bylaws may be amended or
repealed by the affirmative vote of a majority of the whole Board of Directors
of any meeting of the Board, if notice of the proposed amendment is contained in
the notice of the meeting. However, the directors may not modify the Bylaws
fixing their qualifications, classifications, or term of office.




Dated May 17, 2000


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