AMENDED BYLAWS OF
                                   ATNG INC.,
                              A NEVADA CORPORATION


                                AMENDED BYLAWS OF
                                    ATNG INC.


                                    ARTICLE I
                                     OFFICES

     1.1.     Resident Office.  The resident office of ATNG Inc. (the "Company")
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required  by  Section  78.035  of  the  Nevada Revised Statutes or any successor
statute  (the  "NRS")  to  be  maintained  in  the  State of Nevada shall be the
resident  office  named in the Articles of Incorporation of the Company, as they
may  be  amended  or  restated from time to time in accordance with the NRS (the
"Articles  of  Incorporation").

     1.2.     Other Offices.  The  Company  may  also have offices at such other
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places  both within and without the State of Nevada as the Board of Directors of
the Company (the "Board of Directors") may determine from time to time or as the
business  of  the  Company  may  require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     2.1.     Place of Meetings.  Meetings  of  the Company's stockholders shall
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be held at such place within or without the State of Nevada as may be designated
by the Board of Directors or the officer calling the meeting, or, in the absence
of such designation, at the principal office of the Company.

     2.2.     Annual Meeting.  An  annual  meeting  of the stockholders, for the
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election  of  directors to succeed those whose terms expire or to fill vacancies
and  for  the transaction of such other business as may properly come before the
meeting,  shall  be held on such date and at such time as the Board of Directors
shall fix and set forth in the notice of the meeting, which date shall be within
13  months  subsequent to the last annual meeting of stockholders. At the annual
meeting of the stockholders, only such business shall be conducted as shall have
been  properly  brought  before the annual meeting as set forth in Paragraph 2.8
hereof. Failure to hold the annual meeting at the designated time shall not work
a dissolution of the Company.

     2.3.     Special Meetings.  Subject  to  the  rights  of the holders of any
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series  of  the  Company's  preferred  stock,  par  value  $0.001 per share (the
"Preferred  Stock"),  as  designated  in any resolutions adopted by the Board of
Directors  and filed with the State of Nevada (a "Preferred Stock Designation"),
special  meetings of the stockholders may be called at any time by those persons
set  forth  in the Articles of Incorporation. 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 less than 10 nor more
than 60 days after the receipt of the request and to give due notice thereof, as
required by the NRS. 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.

     2.4.     Notice of Meeting.  Written  or  printed  notice  of all meetings,
              -----------------
stating  the  place, day and hour of the meeting and the purpose or purposes for
which  the  meeting is called, shall be delivered not less than 10 nor more than
60  days  before the date of the meeting, either personally or by mail, by or at
the  direction  of  the  Chairman of the Board or Secretary, to each stockholder
entitled  to  vote at such meeting. If mailed, such notice shall be deemed to be
delivered to a stockholder when deposited in the United States mail addressed to
such  stockholder  at  such  stockholder's  address  as  it appears on the stock
transfer records of the Company, with postage thereon prepaid.

     2.5.     Registered  Holders  of Shares; Closing of Share Transfer Records;
              ------------------------------------------------------------------
and  Record  Date.
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<PAGE>
          (a)     Registered Holders as Owners.  Unless otherwise provided under
                  ----------------------------
the  NRS,  the  Company  may  regard  the  person  in  whose name any shares are
registered  in  the stock transfer records of the Company at any particular time
(including,  without  limitation,  as  of  a  record  date  fixed  pursuant  to
subparagraph (b) of this Paragraph 2.5) as the owner of such shares at that time
for  purposes  of  voting, receiving distributions thereon or notices in respect
thereof,  transferring such shares, exercising rights of dissent with respect to
such  shares,  entering  into  agreements with respect to such shares, or giving
proxies  with  respect  to  such  shares; and neither the Company nor any of its
officers,  directors,  employees  or  agents  shall be liable for regarding that
person  as  the owner of such shares at that time for those purposes, regardless
of whether that person possesses a certificate for such shares.

          (b)     Record Date.  For  the  purpose  of  determining  stockholders
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entitled  to  notice  of  or  to  vote  at  any  meeting  of stockholders or any
adjournment thereof, or entitled to receive a distribution by the Company (other
than  a distribution involving a purchase or redemption by the Company of any of
its  own  shares)  or  a  share dividend, or in order to make a determination of
stockholders  for  any  other  proper purpose, the Board of Directors may fix in
advance  a  date  as the record date for any such determination of stockholders,
such  date  in  any  case to be not more than 60 days and not less than 10 days,
prior to the date on which the particular action requiring such determination of
stockholders is to be taken. The Board of Directors shall not close the books of
the  Company  against  transfers  of shares during the whole or any part of such
period.

     If the Board of Directors does not fix a record date for any meeting of the
stockholders, the record date for determining stockholders entitled to notice of
or  to  vote  at  such meeting shall be at the close of business on the day next
preceding  the day on which notice is given, or, if in accordance with Paragraph
7.3  of  these Bylaws notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

     2.6.     Quorum of Stockholders; Adjournment.  Unless otherwise provided in
              -----------------------------------
the  Articles  of Incorporation, a majority of the outstanding shares of capital
stock  of  the  Company  entitled  to  vote, present in person or represented by
proxy,  shall  constitute  a  quorum at any meeting of the stockholders, and the
stockholders  present  at  any duly convened meeting may continue to do business
until  adjournment notwithstanding any withdrawal from the meeting of holders of
shares  counted  in  determining  the  existence  of  a quorum. Unless otherwise
provided  in  the  Articles of Incorporation or these Bylaws, any meeting of the
stockholders  may  be adjourned from time to time by the chairman of the meeting
or  the  holders  of  a majority of the issued and outstanding stock, present in
person  or  represented  by  proxy,  whether or not a quorum is present, without
notice  other  than  by announcement at the meeting at which such adjournment is
taken,  and at any such adjourned meeting at which a quorum shall be present any
action may be taken that could have been taken at the meeting originally called;
provided  that  if  the  adjournment  is  for more than 30 days, or if after the
adjournment  a  new  record date is fixed for the adjourned meeting, a notice of
the  adjourned  meeting shall be given to each stockholder of record entitled to
vote at the adjourned meeting.

     2.7.     Voting by Stockholders.
              ----------------------

          (a)     Voting  on Matters Other than the Election of Directors.  With
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respect  to  any matters as to which no other voting requirement is specified by
the  NRS,  the  Articles  of  Incorporation or these Bylaws, and, subject to the
rights  of the holders of any series of Preferred Stock to elect directors under
specific  circumstances,  the  affirmative  vote required for stockholder action
shall  be  that  of a majority of the shares present in person or represented by
proxy  at the meeting (as counted for purposes of determining the existence of a
quorum  at  the  meeting).  In  the case of a matter submitted for a vote of the
stockholders  as to which a stockholder approval requirement is applicable under
the  stockholder  approval  policy  of any stock exchange or quotation system on
which  the  capital  stock  of the Company is traded or quoted, the requirements
under  the  Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any  provision  of  the  Internal Revenue Code, in each case for which no higher
voting  requirement  is  specified  by the NRS, the Articles of Incorporation or
these  Bylaws,  the  vote  required  for  approval  shall  be the requisite vote
specified  in  such  stockholder  approval  policy, the Exchange Act or Internal
Revenue  Code  provision, as the case may be (or the highest such requirement if
more than one is applicable).

          (b)     Voting  in  the  Election  of  Directors.  Unless  otherwise
                  ----------------------------------------
provided in the Articles of Incorporation or these Bylaws in accordance with the
NRS,  directors shall be elected by a plurality of the votes cast by the holders
of  outstanding  shares  of capital stock of the Company entitled to vote in the
election of directors at a meeting of stockholders at which a quorum is present.

          (c)     Consents  in  Lieu  of  Meeting.  Pursuant  to the Articles of
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Incorporation,  no  action  that  is  required  or  permitted to be taken by the
stockholders of the Company at any annual or special meeting of stockholders may
be  effected by the written consent of stockholders in lieu of a meeting, unless
the action to be effected by the written consent of


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<PAGE>
stockholders  and  the  taking  of  such  action  by  written  consent have been
expressly  approved  in  advance  by  the  Board  of  Directors.

          (d)     Other.  The  Board  of  Directors,  in  its discretion, or the
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officer of the Company presiding at a meeting of stockholders of the Company, in
his discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

     2.8.     Business  to  be  Conducted  at  Annual  or  Special  Stockholder
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Meetings.  At  any annual or special meeting of stockholders, only such business
shall  be  conducted, and only such proposals shall be acted upon, as shall have
been  disclosed in the notice delivered to the stockholders with respect to such
meeting.

     2.9.     Proxies.  Each  stockholder  entitled  to  vote  at  a  meeting of
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stockholders  may  authorize  another person or persons to act for him by proxy.
Proxies  for  use  at  any  meeting  of  stockholders  shall  be  filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine by resolution, before or at the time of the meeting. All proxies shall
be  received and taken charge of and all ballots shall be received and canvassed
by  the  secretary of the meeting who shall decide all questions relating to the
qualification  of  voters,  the  validity  of the proxies, and the acceptance or
rejection  of votes, unless an inspector or inspectors shall have been appointed
by  the  chairman  of  the  meeting, in which event such inspector or inspectors
shall decide all such questions.

     2.10.     Approval  or  Ratification  of Acts or Contracts by Stockholders.
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The  Board  of  Directors  in  its discretion may submit any act or contract for
approval  or  ratification  at any annual meeting of the stockholders, or at any
special  meeting  of  the stockholders called for the purpose of considering any
such  act  or  contract,  and  any  act or contract that shall be approved or be
ratified  by  the  vote of the stockholders holding a majority of the issued and
outstanding  shares  of  stock  of  the  Company entitled to vote and present in
person or by proxy at such meeting (provided that a quorum is present), shall be
as  valid and as binding upon the Company and upon all the stockholders as if it
has been approved or ratified by every stockholder of the Company.

     2.11.     Inspectors of Election.  The  Company  shall,  in advance  of any
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meeting  of stockholders, appoint one or more inspectors of election, who may be
employees  of  the Company, to act at the meeting or any adjournment thereof and
to  make a written report thereof. The Company may designate one or more persons
as  alternate  inspectors  to  replace  any  inspector  who  fails to act. If no
inspector  so  appointed  or  designated  is  able  to  act  at  a  meeting  of
stockholders,  the chairman or the person presiding at the meeting shall appoint
one  or  more  inspectors to act at the meeting. Each inspector, before entering
upon  the  discharge  of  his  duties,  shall  take  and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his ability.

     The inspector or inspectors so appointed or designated shall: (a) ascertain
the  number of shares of capital stock of the Company outstanding and the voting
power  of  each  such  share;  (b)  determine the shares of capital stock of the
Company  represented at the meeting and the validity of proxies and ballots; (c)
count  all votes and ballots; (d) determine and retain for a reasonable period a
record  of  the  disposition  of any challenges made to any determination by the
inspectors;  and  (e) certify their determination of the number of shares of the
capital  stock  of  the  Company represented at the meeting and such inspectors'
count of all votes and ballots. Such certification and report shall specify such
other  information  as  may  be required by law. In determining the validity and
counting  of  proxies  and  ballots  cast  at any meeting of stockholders of the
Company,  the  inspectors  may  consider  such  information  as  is permitted by
applicable  law.  No  person who is a candidate for an office at an election may
serve as an inspector at such election.

                                   ARTICLE III
                                    DIRECTORS

     3.1.     Powers, Number, Classification and Tenure.
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          (a)     The  powers  of the Company shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed under
the  direction  of,  the Board of Directors. Each director shall hold office for
the  full  term  for  which  such  director is elected and until such director's
successor  shall have been duly elected and qualified or until his earlier death
or  resignation  or  removal in accordance with the Articles of Incorporation or
these Bylaws.

          (b)     Within  the limits specified in the Articles of Incorporation,
and  subject  to  the  rights of the holders of any series of Preferred Stock to
elect directors under specific circumstances, the number of directors that shall
constitute


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<PAGE>
the  whole  Board  of  Directors  shall  be  fixed  by,  and may be increased or
decreased  from  time  to  time  by,  the  affirmative vote of a majority of the
members  at  any time constituting the Board of Directors. Except as provided in
the  Articles  of Incorporation, and subject to the rights of the holders of any
series of Preferred Stock to elect directors under specific circumstances, newly
created directorships resulting from any increase in the number of directors and
any  vacancies  on  the  Board  of  Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the remaining directors then in office, even though less than a
quorum  of  the  Board of Directors. Any director elected in accordance with the
preceding  sentence  shall hold office for the remainder of the full term of the
class  of  directors  in  which  the new directorship was created or the vacancy
occurred  and  until  such  director's  successor  shall  have  been elected and
qualified or until his earlier death, resignation or removal. No decrease in the
number  of  directors constituting the Board of Directors shall shorten the term
of any incumbent director.

     3.2.     Qualifications.  Directors  need  not be residents of the State of
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Nevada or stockholders of the Company.

     3.3.     Place of Meeting; Order of Business.  Except as otherwise provided
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by  law,  meetings  of  the  Board of Directors, regular or special, may be held
either  within or without the State of Nevada, at whatever place is specified by
the  person  or  persons  calling  the  meeting.  In  the  absence  of  specific
designation,  the meetings shall be held at the principal office of the Company.
At  all meetings of the Board of Directors, business shall be transacted in such
order  as shall from time to time be determined by the Chairman of the Board, or
in his absence by the President, or by resolution of the Board of Directors.

     3.4.     Regular  Meetings.  Regular  meetings  of  the  Board of Directors
              -----------------
shall  be  held,  in  each case, at such hour and on such day as may be fixed by
resolution  of  the Board of Directors, without further notice of such meetings.
The  time  or place of holding regular meetings of the Board of Directors may be
changed  by  the  Chairman  of  the  Board  by  giving written notice thereof as
provided in Paragraph 3.6 hereof.

     3.5.     Special  Meetings.  Special  meetings  of  the  Board of Directors
              -----------------
shall  be  held,  whenever  called by the Chairman of the Board or by resolution
adopted by the Board of Directors, in each case, at such hour and on such day as
may be stated in the notice of the meeting.

     3.6.     Attendance  at and Notice of Meetings.  Written notice of the time
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and  place  of,  and  general  nature  of  the business to be transacted at, all
special  meetings of the Board of Directors, and written notice of any change in
the  time  or  place  of holding the regular meetings of the Board of Directors,
shall  be  given  to  each  director  personally  or  by  mail  or by telegraph,
telecopier  or  similar  communication  at  least  one day before the day of the
meeting;  provided, however, that notice of any meeting need not be given to any
director if waived by him in writing, or if he shall be present at such meeting.
Participation  in  a meeting of the Board of Directors shall constitute presence
in person at such meeting, except where a person participates in the meeting for
the  express  purpose  of  objecting  to  the transaction of any business on the
ground that the meeting is not lawfully called or convened.

     3.7.     Quorum of and Action by Directors.  A majority of the directors in
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office  shall  constitute a quorum of the Board of Directors for the transaction
of  business;  but a lesser number may adjourn from day to day until a quorum is
present.  Except  as otherwise provided by law or in these Bylaws, all questions
shall be decided by the vote of a majority of the directors present at a meeting
at which a quorum is present.

     3.8.     Board  and  Committee  Action Without a Meeting.  Unless otherwise
              -----------------------------------------------
restricted by the Articles of Incorporation or these Bylaws, any action required
or permitted to be taken at a meeting of the Board of Directors or any committee
thereof  may  be  taken without a meeting if a consent in writing, setting forth
the  action  so taken, is signed by all the members of the Board of Directors or
such committee, as the case may be, and shall be filed with the Secretary.

     3.9.     Board and Committee Telephone Meetings.  Subject to the provisions
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required  or  permitted  by  the  NRS  for  notice of meetings, unless otherwise
restricted  by  the  Articles  of  Incorporation or these Bylaws, members of the
Board  of  Directors,  or  members  of  any committee designated by the Board of
Directors,  may  participate in and hold a meeting of such Board of Directors or
committee  by  means of conference telephone or similar communications equipment
by  means of which all persons participating in the meeting can hear each other,
and  participation  in a meeting pursuant to this Paragraph 3.9 shall constitute
presence  in  person  at such meeting, except where a person participates in the
meeting  for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.


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<PAGE>
     3.10.     Compensation.  Directors  shall  receive  such  compensation  for
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their services as shall be determined by the Board of Directors.

     3.11.     Removal.  Directors  may be removed from office in the matter set
               -------
forth  in the Articles of Incorporation, subject to the rights of the holders of
any series of Preferred Stock to elect directors under specific circumstances.

     3.12.     Committees of the Board of Directors.
               ------------------------------------

          (a)     The Board of Directors, by resolution adopted by a majority of
the  full  Board  of Directors, may designate from among its members one or more
committees (in addition to those listed below), each of which shall be comprised
of  one  or more of its members, and may designate one or more of its members as
alternate  members  of any committee, who may, subject to any limitations by the
Board  of  Directors,  replace  absent or disqualified members at any meeting of
that committee. Any such committee, to the extent provided in such resolution or
in  the  Articles  of Incorporation or these Bylaws, shall have and may exercise
all  of  the  authority of the Board of Directors to the extent permitted by the
NRS,  including,  without  limitation,  the  power  and  authority  to declare a
dividend,  to  authorize  the  issuance  of  stock  or to adopt a plan of merger
pursuant to Section 78.125 of the NRS. Any such committee may authorize the seal
of  the Company to be affixed to all papers which may require it. In addition to
the  above,  such  committee  or  committees  shall  have  such other powers and
limitations  of  authority  as may be determined from time to time by resolution
adopted by the Board of Directors.

          (b)     The  Board  of  Directors  shall have the power at any time to
change  the  membership  of  any  such  committee and to fill vacancies in it. A
majority  of  the  number  of  members  of any such committee shall constitute a
quorum  for the transaction of business unless a greater number is required by a
resolution  adopted  by  the  Board of Directors. The act of the majority of the
members of a committee present at any meeting at which a quorum is present shall
be  the act of such committee, unless the act of a greater number is required by
a  resolution adopted by the Board of Directors. Each such committee may elect a
chairman and appoint such subcommittees and assistants as it may deem necessary.
Except  as  otherwise  provided  by  the  Board  of  Directors,  meetings of any
committee  shall  be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7,
3.8,  3.9  and  7.3  hereof. In the absence or disqualification of a member of a
committee,  the  member  or  members present at any meeting and not disqualified
from  voting,  whether  or  not  constituting  a quorum, may unanimously appoint
another  member  of the Board of Directors to act at the meeting in the place of
the  absent  or disqualified member. Any member of any such committee elected or
appointed  by  the  Board  of Directors may be removed by the Board of Directors
whenever  in  its  judgment  the  best  interests  of the Company will be served
thereby,  but such removal shall be without prejudice to the contract rights, if
any,  of  the  person  so  removed.  Election  or  appointment  of a member of a
committee shall not of itself create contract rights.

          (c)     Any  action  taken  by any committee of the Board of Directors
shall promptly be recorded in the minutes and filed with the Secretary.

          (d)     Notwithstanding anything herein contained to the contrary, the
composition  and powers of any committee of the Board of Directors are expressly
subject  to  the requirements of any stock exchange or quotation system on which
the capital stock of the Company is traded or quoted, or the Exchange Act.

          (e)     Executive Committee.  The  Board  of  Directors  may create an
                  -------------------
Executive  Committee  of  the Board of Directors, which committee shall have and
may  exercise  all  the  powers  and authority of the Board of Directors between
regular  or  special meetings of the Board of Directors in the management of the
business and affairs of the Company, except to the extent limited by Nevada law.
Without  limiting the generality of the foregoing, the Executive Committee shall
have  the  power  and authority to (i) declare dividends on any class of capital
stock  of  the  Company,  (ii)  authorize  the  issuance of capital stock of the
Company,  (iii)  adopt  plans  of  merger, and (iv) in reference to amending the
Articles  of  Incorporation,  to  the  extent  authorized  in  the resolution or
resolutions providing for the issuance of shares of capital stock adopted by the
Board of Directors, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemptions, dissolution, any distribution of
assets  of  the  Company  or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other  class  or  classes of stock of the Company or fix the number of shares of
any  series  of stock or authorize the increase or decrease of the shares of any
series.

          (f)     Audit Committee.  The  Board  of Directors may create an Audit
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Committee  of  the  Board  of  Directors  whose  members shall consist solely of
directors  who  are  not  employees  or  affiliates  of  the Company and have no
relationship  with  the  Company  that  would,  in  the judgment of the Board of
Directors, interfere with their exercise of


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<PAGE>
independent  judgment  as  a member of such committee. The Audit Committee shall
have  and  may  exercise  the  power  and authority to recommend to the Board of
Directors  the accounting firm to be selected by the Board of Directors or to be
recommended  by  it  for  stockholder  approval,  as  independent auditor of the
financial  statements  of the Company and its subsidiaries, and to act on behalf
of  the  Board  of  Directors  in  meeting  and  reviewing  with the independent
auditors,  the chief accounting officer, the chief internal auditor, if any, and
the  appropriate  corporate  officers,  matters  relating to corporate financial
reporting  and  accounting  procedures  and  policies,  adequacy  of  financial,
accounting  and operating controls and the scope of the respective audits of the
independent auditors and the internal auditor, if any. The Audit Committee shall
also  review  the  results of such audits with the respective auditors and shall
report  the  results  of  those  reviews  to  the  Board of Directors. The Audit
Committee shall submit to the Board of Directors any recommendations it may have
from  time  to time with respect to financial reporting and accounting practices
and  policies and financial, accounting and operational controls and safeguards.
The Audit Committee may submit to the Compensation Committee any recommendations
it may have with respect to the compensation of the chief accounting officer and
the  chief internal auditor, if any. The Board of Directors shall, by resolution
adopted  by a majority of the Board of Directors, designate not less than two of
its  qualifying  members  from  time  to time to constitute members of the Audit
Committee.

          (g)     Nominating  Committee.  The  Board  of  Directors may create a
                  ---------------------
Nominating  Committee  of the Board of Directors, which committee shall have and
may  exercise  the  power  and  authority to recommend to the Board of Directors
prior  to  each  annual  meeting  of  the  stockholders  of the Company: (i) the
appropriate  size  and composition of the Board of Directors; and (ii) nominees:
(1)  for  election to the Board of Directors for whom the Company should solicit
proxies;  (2)  to  serve  as proxies in connection with the annual stockholders'
meeting;  and (3) for election to all committees of the Board of Directors other
than  the  Nominating  Committee.  The  Board  of Directors shall, by resolution
adopted  by  a  majority of the Board, designate one or more of its members from
time to time to constitute members of the Nominating Committee.

          (h)     Compensation  Committee.  The  Board of Directors may create a
                  -----------------------
Compensation  Committee  of  the Board of Directors, whose members shall consist
solely  of directors who are not employees or affiliates of the Company and have
no  relationship  with  the  Company that would, in the judgment of the Board of
Directors,  interfere with their exercise of independent judgment as a member of
such  committee.  The Compensation Committee shall have and may exercise all the
power  and  authority  to  (i)  establish  a general compensation policy for the
officers  and  employees  of  the  Company,  including to establish and at least
annually  review officers' salaries and levels of officers' participation in the
benefit  plans  of the Company, (ii) prepare any reports that may be required by
the  regulations of the Securities and Exchange Commission or otherwise relating
to  officer  compensation,  (iii)  approve any increases in directors' fees, and
(iv) exercise all other powers of the Board of Directors with respect to matters
involving the compensation of employees and the employee benefits of the Company
as  shall  be  delegated by the Board of Directors to the Compensation Committee
from  time  to  time.  Without  limiting  the  generality  of the foregoing, the
Compensation  Committee  shall  have  the  power  and authority to authorize the
issuance of capital stock of the Company pursuant to any compensation or benefit
plan  or  arrangement  adopted  or  entered  into  by  the Company. The Board of
Directors shall, by resolution adopted by a majority of the Board, designate two
or more of its qualifying members from time to time to constitute members of the
Compensation Committee.

                                   ARTICLE IV
                                    OFFICERS

     4.1.     Designation.  The  officers  of  the  Company  shall  consist of a
              -----------
Chairman  of  the  Board,  Chief  Executive  Officer, President, Chief Operating
Officer,  Secretary,  Chief  Financial  Officer,  Treasurer, Controller and such
Executive,  Senior  or  other  Vice Presidents, Assistant Secretaries, Assistant
Treasurers,  Assistant  Controllers  and  other  officers  as  may be elected or
appointed by the Board of Directors from time to time. Any number of offices may
be held by the same person.

     4.2.     Chairman of the Board.  The  Chairman  of  the  Board shall be the
              ---------------------
Chief  Executive Officer of the Company and shall preside at all meetings of the
stockholders and of the Board of Directors. Except where by law the signature of
the  President  is  required,  the  Chairman of the Board shall possess the same
power as the President to sign all contracts, certificates and other instruments
of  the  Company which may be authorized by the Board of Directors. The Chairman
of  the  Board  shall also perform such other duties and may exercise such other
powers  as  from  time  to time may be assigned to him by these Bylaws or by the
Board  of  Directors.  In the absence or incapacity to act of the President, the
Chairman of the Board shall serve as acting President, and when so acting, shall
have all the powers of and be subject to the restrictions of such office.


                                        6
<PAGE>
     4.3.     President.  The  President shall be the Chief Operating Officer of
              ---------
the  Company  and  shall  have  general supervision and control of the business,
affairs  and  properties  of the Company and its general officers, and shall see
that  all  orders  and  resolutions  of  the Board of Directors are carried into
effect.  He shall have the power to appoint and remove all subordinate officers,
agents  and  employees,  except  those  elected  or  appointed  by  the Board of
Directors,  and  shall  execute  all  bonds,  mortgages,  contracts  and  other
instruments  of  the  Company  requiring  a seal, under the seal of the Company,
except  where  required  or permitted by law to be otherwise signed and executed
and except that the other officers of the Company may sign and execute documents
when so authorized by these Bylaws, the Board of Directors or the President. The
President  shall  also  perform  such  other  duties and may exercise such other
powers  as  from  time  to time may be assigned to him by these Bylaws or by the
Board  of  Directors. In the incapacity to act of the Chairman of the Board, the
President shall serve as acting Chairman of the Board, and when so acting, shall
have all the powers of and be subject to the restrictions of such office.

     4.4.     Chief Operating Officer.  As  the  Chief  Operating  Officer,  the
              -----------------------
President shall have general charge and supervision of the day to day operations
of  the  Company  (subject  to the direction of the Board of Directors), and, in
general,  shall  perform  such  other  duties as are incident to the office of a
chief  operating  officer  of  a corporation, including those duties customarily
performed  by persons occupying such office, and shall perform such other duties
as, from time to time, may be assigned to him by the Board of Directors.

     4.5.     Vice President.  The  Board  of  Directors  may  appoint such Vice
              --------------
Presidents  as  may  be  recommended  by  the President or as the directors deem
necessary  or  appropriate.  Vice  Presidents  may  be designated as Senior Vice
Presidents,  Executive Vice Presidents or some other designation as the Board of
Directors deems appropriate (each a "Vice President"). Each Vice President shall
perform  such  duties  as the Board of Directors may from time to time prescribe
and have such other powers as the President may from time to time prescribe.

     4.6.     Chief Financial Officer.  The Chief Financial Officer shall be the
              -----------------------
chief  accounting  officer  of  the  Company  and  shall have general charge and
supervision  of  the  day to day financial operations of the Company (subject to
the  direction  of  the Board of Directors), and, in general, shall perform such
other  duties  as  are  incident to the office of a chief financial officer of a
corporation,  including  those duties customarily performed by persons occupying
such  office,  and shall perform such other duties as, from time to time, may be
assigned to him by the Board of Directors or the Audit Committee.

     4.7.     Secretary.  The  Secretary  shall attend the meetings of the Board
              ---------
of Directors and all meetings of stockholders and record the proceedings thereof
in a book or books to be kept for that purpose; the Secretary shall also perform
like duties for the standing committees when required. The Secretary shall give,
or  cause  to  be  given, notice of all meetings of the stockholders and special
meetings  of  the Board of Directors, and shall perform such other duties as may
be  prescribed  by  the  Board  of  Directors  or  the  President,  under  whose
supervision  he  shall  be.  If the Secretary shall be unable or shall refuse to
cause  to  be  given  notice  of  all  meetings  of the stockholders and special
meetings of the Board of Directors, and if there be no Assistant Secretary, then
the  Chairman of the Board may choose another officer to cause such notice to be
given.  The  Secretary  shall  have  custody  of the seal of the Company and the
Secretary  or  any Assistant Secretary, if there be one, shall have authority to
affix  the  same  to  any instrument requiring it and when so affixed, it may be
attested  by  the  signature  of  the  Secretary or by the signature of any such
Assistant  Secretary.  The  Board of Directors may give general authority to any
other officer to affix the seal of the Company and to attest the affixing by his
signature.  The  Secretary  shall  see  that  all  books,  reports,  statements,
certificates and other documents and records required by law to be kept or filed
are properly kept or filed, as the case may be.

     4.8.     Treasurer.  The  Treasurer shall have the custody of the Company's
              ---------
funds  and  securities  and shall keep full and accurate accounts of receipt and
disbursements in books belonging to the Company and shall deposit all moneys and
other  valuable  effects  in  the  name and to the credit of the Company in such
depositories as may be designated by the Chief Financial Officer or the Board of
Directors.  The  Treasurer  shall  disburse  the  funds of the Company as may be
ordered  by the Chief Financial Officer or the Board of Directors, taking proper
vouchers  for  such disbursements, and shall render to the Chairman of the Board
and  the  Board  of  Directors,  at  its  regular  meeting, or when the Board of
Directors  so  requires,  an account of all his transactions as Treasurer and of
the  liquidity  of  the  Company.  If  required  by  the Board of Directors, the
Treasurer  shall  give  the  Company  a bond in such sum and with such surety or
sureties  as  shall  be  satisfactory to the Board of Directors for the faithful
performance  of the duties of his office and for the restoration to the Company,
in  case  of  his  death, resignation, retirement or removal from office, of all
books  papers,  vouchers,  money  and  other  property  of  whatever kind in his
possession or under his control belonging to the Company.


                                        7
<PAGE>
     4.9.     Controller.  The  Controller,  if  there  is  one,  shall maintain
              ----------
records of all assets, liabilities, and transactions of the Company and shall be
responsible  for the design, installation and maintenance of accounting and cost
control  systems  and  procedures  for  the Company and shall perform such other
duties and have such other powers as from time to time may be assigned to him by
the Chief Financial Officer, Board of Directors or the Audit Committee.

     4.10.     Assistant Secretaries.  Except  as  may  be otherwise provided in
               ---------------------
these  Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and  have  such powers as from time to time may be assigned to them by the Board
of  Directors,  the  President, any Vice President, or the Secretary, and in the
absence  of  the  Secretary or in the event of his disability or refusal to act,
shall  perform  the  duties of the Secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Secretary.

     4.11.     Assistant Treasurers.  Assistant  Treasurers,  if  there  be any,
               --------------------
shall  perform  such  duties  and  have  such powers as from time to time may be
assigned  to them by the Board of Directors, the President or the Treasurer, and
in  the absence of the Treasurer or in the event of his disability or refusal to
act,  shall  perform the duties of the Treasurer, and when so acting, shall have
all  the powers of and be subject to all the restrictions upon the Treasurer. If
required  by  the  Board  of  Directors,  an  Assistant Treasurer shall give the
Company  a  bond  in  such  sum  and  with  such  surety or sureties as shall be
satisfactory  to  the  Board  of  Directors  for the faithful performance of the
duties  of  his  office  and  for the restoration to the Company, in case of his
death,  resignation,  retirement  or  removal from office, of all books, papers,
vouchers,  money  and other property of whatever kind in his possession or under
his control belonging to the Company.

     4.12.     Assistant Controllers.  Except  as  may  be otherwise provided in
               ---------------------
these  Bylaws, Assistant Controllers, if there be any, shall perform such duties
and  have  such powers as from time to time may be assigned to them by the Board
of  Directors,  the President, any Vice President, or the Controller, and in the
absence  of  the Controller or in the event of his disability or refusal to act,
shall  perform  the duties of the Controller, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the Controller.

     4.13.     Other Officers.  Such  other  officers  as the Board of Directors
               --------------
may  choose shall perform such duties and have such powers, subordinate to those
powers  specifically delegated to certain officers in these Bylaws, as from time
to  time may be assigned to them by the Board of Directors. The President of the
Company  shall  have  the  power  to choose such other officers and to prescribe
their  respective  duties  and  powers,  subject  to  control  by  the  Board of
Directors.

     4.14.     Vacancies.  Whenever  any  vacancies shall occur in any office by
               ---------
death,  resignation,  increase  in  the  number  of  offices  of the Company, or
otherwise, the same shall be filled by the Board of Directors (or the President,
in  accordance  with  Paragraph  4.3  of these Bylaws, subject to control by the
Board  of  Directors), and the officer so appointed shall hold office until such
officer's  successor  is elected or appointed in accordance with these Bylaws or
until his earlier death, resignation or removal.

     4.15.     Removal.  Any  officer  or agent of the Company may be removed by
               -------
the  Board  of  Directors  whenever  in  its  judgment the best interests of the
Company  will  be served thereby, but such removal shall be without prejudice to
the  contract  rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights.

     4.16.     Action  with Respect to Securities of Other Corporations.  Unless
               --------------------------------------------------------
otherwise  directed  by  the  Board of Directors, the Chairman of the Board, the
President,  any  Vice President and the Treasurer of the Company shall each have
power to vote and otherwise act on behalf of the Company, in person or by proxy,
at  any meeting of security holders of or with respect to any action of security
holders  of  any  other corporation in which the Company may hold securities and
otherwise  to  exercise  any  and  all  rights  and powers which the Company may
possess by reason of its ownership of securities in such other corporation.

                                    ARTICLE V
                                  CAPITAL STOCK

     5.1.     Certificates  for  Shares.  The  certificates  for  shares  of the
              -------------------------
capital  stock  of  the  Company shall be in such form as may be approved by the
Board  of  Directors  from  time  to time. The Company shall deliver one or more
certificates  to  each  of the Company's stockholders, which shall represent the
number  of  shares  to which such stockholder is entitled. Certificates shall be
signed  by  the  Chairman  of  the  Board, the President or a Vice President and
either  the  Secretary  or  an Assistant Secretary, and may bear the seal of the
Company  or  a  facsimile  thereof.  The  signatures  of  such  officers  upon a


                                        8
<PAGE>
certificate  may  be  facsimiles.  The  stock  record  books and the blank stock
certificates  shall  be kept by the Secretary, or at the office of such transfer
agent  or  transfer  agents  as  the Board of Directors may from time to time by
resolution  determine.  In  case  any  officer who has signed or whose facsimile
signature  has  been  placed  upon such certificate shall have ceased to be such
officer  before such certificate is issued, it may be issued by the Company with
the same effect as if such person were such officer at the date of its issuance.

     5.2.     Multiple Classes of Stock.  As  the Company is authorized to issue
              -------------------------
more  than  one  class  of  capital  stock and more than one series of preferred
stock,  a  statement  of  the  powers,  designations,  preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof  and  the qualification, limitations or restrictions of such preferences
and/or  rights  shall  be set forth in full or summarized on the face or back of
each of the certificates the Company issues to represent such class or series of
stock;  provided  that, to the extent allowed by law, in lieu of such statement,
the  face or back of such certificates may state that the Company will furnish a
copy of such statement without charge to each requesting stockholder.

     5.3.     Transfer of Shares.  The  shares  of stock of the Company shall be
              ------------------
transferable  only  on the books of the Company by the holders thereof in person
or  by  their  duly authorized attorneys or legal representatives upon surrender
and cancellation of certificates for a like number of shares.

     5.4.     Ownership of Shares.  As  the  Company  is  entitled  to treat the
              -------------------
holder  of  record of any share or shares of capital stock as the holder in fact
thereof  under Paragraph 2.5 hereof, the Company shall not be bound to recognize
any  equitable or other claim to or interest in such share or shares on the part
of  any  other  person,  whether  or  not  it shall have express or other notice
thereof, except as otherwise provided by the laws of the State of Nevada.

     5.5.     Regulations  Regarding Certificates.  The Board of Directors shall
              -----------------------------------
have  the power and authority to make all such rules and regulations as they may
deem  expedient  concerning  the  issue,  transfer  and  registration  or  the
replacement  of  certificates  for  shares  of  capital  stock  of  the Company.

     5.6.     Lost  or  Destroyed  Certificates.  The  Board  of  Directors  may
              ---------------------------------
determine the conditions upon which a new certificate representing shares of the
capital  stock  of  the Company may be issued in place of a certificate which is
alleged  to  have  been  lost,  stolen or destroyed; and may, in its discretion,
require  the owner of such certificate or his legal representative to give bond,
with  sufficient  surety,  to  indemnify the Company and each transfer agent and
registrar  against  any and all losses or claims that may arise by reason of the
issue of a new certificate in the place of the one so lost, stolen or destroyed.

                                   ARTICLE VI
                                 INDEMNIFICATION

     6.1.     General.  The  Company  shall  indemnify  its directors, officers,
              -------
employees, agents and others as provided in the Articles of Incorporation.

     6.2.     Request for Indemnification.  A party  requesting  indemnification
              ---------------------------
(the  "Indemnitee")  shall  submit  notice  of  such  request  in writing to the
Secretary  of  the  Company.  Such  notice  of request for indemnification shall
contain sufficient information to reasonably inform the Company about the nature
and  extent  of  the  indemnification  or  advance sought by the Indemnitee. The
Secretary shall promptly advise the Board of Directors of any such request.

     6.3.     Extension of Rights.  No  amendment,  alteration or repeal of this
              -------------------
Article  VI  or any provision hereof shall be effective as to any Indemnitee for
acts,  events  and circumstances that occurred, in whole or in part, before such
amendment,  alteration  or  repeal.  The  provisions  of  this  Article VI shall
continue  as  to  an Indemnitee whose Corporate Status has ceased for any reason
and  shall  inure  to  the  benefit  of his heirs, executors and administrators.
Neither  the  provisions  of this Article VI nor those of any agreement to which
the  Company  is  a party shall be deemed to preclude the indemnification of any
person  who  is  not specified in this Article VI as having the right to receive
indemnification  or  is  not a party to any such agreement, but whom the Company
has the power or obligation to indemnify under the provisions of the NRS.

     6.4.     Insurance and Subrogation.  The  Company shall not be liable under
              -------------------------
the  Articles of Incorporation or this Article VI to make any payment of amounts
otherwise  indemnifiable  hereunder  if,  but  only  to  the  extent  that,  the
Indemnitee  has  otherwise  actually  received  such payment under any insurance
policy, contract, agreement or otherwise. In the event of any payment hereunder,
the  Company shall be subrogated to the extent of such payment to all the rights
of recovery of the


                                        9
<PAGE>
Indemnitee, who shall execute all papers required and take all action reasonably
requested  by  the  Company  to  secure such rights, including execution of such
documents  as  are necessary to enable the Company to bring suit to enforce such
rights.

     6.5.     Severability.  If  any  provision or provisions of this Article VI
              ------------
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the  validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article VI shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

     6.6.     Notices.  Promptly  after  receipt  by the Indemnitee of notice of
              -------
the  commencement of any action, suit or proceeding, the Indemnitee shall, if he
anticipates  or  contemplates making a claim for expenses or an advance pursuant
to  the  terms  of the Articles of Incorporation and this Article VI, notify the
Company  of  the  commencement  of  such  action,  suit or proceeding; provided,
however,  that  any  delay  in  so  notifying the Company shall not constitute a
waiver or release by the Indemnitee of rights hereunder and that any omission by
the  Indemnitee  to so notify the Company shall not relieve the Company from any
liability  that  it may have to the Indemnitee otherwise than under the Articles
of  Incorporation or this Article VI. Any communication required or permitted to
the  Company  shall  be addressed to the Secretary and any such communication to
the  Indemnitee  shall  be addressed to the Indemnitee's address as shown on the
Company's  records  unless  he  specifies  otherwise  and  shall  be  personally
delivered  or  delivered  by  overnight  mail delivery. Any such notice shall be
effective upon receipt.

     6.7.     Contractual  Rights.  The  right  to  be  indemnified  or  to  the
              -------------------
advancement or reimbursement of expenses (a) is a contract right based upon good
and valuable consideration, pursuant to which the Indemnitee may sue as if these
provisions  were set forth in a separate written contract between the Indemnitee
and the Company, (b) is and is intended to be retroactive and shall be available
as  to events occurring prior to the adoption of these provisions, and (c) shall
continue  after any rescission or restrictive modification of such provisions as
to events occurring prior thereto.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

     7.1.     Bylaw Amendments.  These  Bylaws may be amended as provided in the
              ----------------
Articles of Incorporation.

     7.2.     Books and Records.  The  Company  shall  keep books and records of
              -----------------
account and shall keep minutes of the proceedings of its stockholders, its Board
of Directors and each committee of its Board of Directors.

     7.3.     Notices; Waiver of Notice.  Whenever  any notice is required to be
              -------------------------
given  to  any stockholder, director or committee member under the provisions of
the  NRS,  the  Articles  of Incorporation or these Bylaws, said notice shall be
deemed  to  be  sufficient  if given by deposit of the same in the United States
mail, with postage paid thereon, addressed to the person entitled thereto at his
address  as  it  appears on the records of the Company, and such notice shall be
deemed to have been given on the day of such mailing.

     Whenever any notice is required to be given to any stockholder, director or
committee  member under the provisions of the NRS, the Articles of Incorporation
or  these  Bylaws,  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 equivalent to the giving of such notice.  Attendance of a person at a meeting
shall  constitute  a  waiver  of  notice of such meeting, except when the person
attends  a meeting for the express purpose of objecting, at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.

     7.4.     Resignations.  Any  director  or  officer  may resign at any time.
              ------------
Such  resignations  shall  be  made in writing and shall take effect at the time
specified  therein,  or,  if no time be specified, at the time of its receipt by
the  President  or  the  Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.

     7.5.     Seal.  The  seal of the Company shall be in such form as the Board
              ----
of Directors may adopt.

     7.6.     Fiscal Year.  The  fiscal  year of the Company shall be determined
              -----------
by a resolution adopted by the Board of Directors.


                                       10
<PAGE>
     7.7.     Facsimile Signatures.  In  addition  to the provisions for the use
              --------------------
of  facsimile  signatures  elsewhere  specifically  authorized  in these Bylaws,
facsimile  signatures  of  any  director  or  officer of the Company may be used
whenever and as authorized by the Board of Directors.

     7.8.     Reliance upon Books, Reports and Records.  Each  director and each
              ----------------------------------------
member  of  any  committee  designated  by  the Board of Directors shall, in the
performance  of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Company by any of its officers, or by an
independent  certified  public  accountant,  or  by  an  appraiser selected with
reasonable  care  by  the  Board  of  Directors  or by any such committee, or in
relying in good faith upon other records of the Company.

                                  ARTICLE VIII
                               ADOPTION OF BYLAWS

     8.1.     Adoption.  These  Bylaws were adopted by the Board of Directors as
              --------
of September 6, 2003.


                                       11