Exhibit 3.2

                                    BYLAWS OF
                              RUB A DUB SOAP, INC.
                               (the "Corporation")

                                    ARTICLE I
                                     Offices

         Section 1.1. The registered  office of the Corporation  shall be in the
State of Nevada.

         Section 1.2. The Corporation may also have offices at such other places
both within and without the State of Nevada as the Board of  Directors  may from
time to time determine or the business of the Corporation may require.

                                   ARTICLE II
                            Meetings of Stockholders

         Section  2.1.  All  meetings of the  stockholders  for the  election of
Directors and for any other  purpose may be held at such time and place,  within
or without the State of Nevada,  as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

         Section 2.2. An annual meeting of the  stockholders for the election of
Directors and for the  transaction  of such other  business as may properly come
before the meeting shall be held each year on a date to be selected by the Board
of  Directors.  At the meeting,  the  stockholders  shall elect  directors,  and
transact such other business as may properly be brought before the meeting.

         Section 2.3.  Written notice of the annual  meeting  stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such  meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.

         Section  2.4.  The  officer  who has charge of the stock  ledger of the
Corporation  shall prepare and make, at least ten (10) 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,
for any purpose germane to the meeting, which shall be open to the inspection of
any  stockholder  during ordinary  business hours,  for a period of at least ten
(10) days  prior to the  meeting,  either at a place  within  the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or, if not so specified,  at the place where the meeting is to be held.
The 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.

         Section 2.5. Special meetings of the  stockholders,  for any purpose or
purposes,  unless  otherwise  prescribed  by  statute  or  by  the  Articles  of
Incorporation, may be called by the President or by the Board of Directors or by
the  written  order of a majority of the  Directors;  and shall be called by the
President or Secretary at the request in writing of  stockholders  owning 80% or
more of the entire capital stock of the  Corporation  issued and outstanding and
entitled to vote.  Such request by the  stockholders  shall state the purpose or
purposes of the proposed meeting.

         Section 2.6.  Written  notice of a special  meeting  stating the place,
date and hour of the meeting  and the purpose or purposes  for which the meeting
is  called,  shall be given not less than ten (10) nor more than sixty (60) days
before the date of the  meeting,  to each  stockholder  entitled to vote at such
meeting.

         Section 2.7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section  2.8.  The  holders  of a  majority  of the  stock  issued  and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the



<PAGE>

transaction of business except as otherwise provided by statute, by the Articles
of  Incorporation  or by these  Bylaws.  If,  however,  such quorum shall not be
present or  represented  at any meeting of the  stockholders,  the  stockholders
entitled to vote thereat,  present in person or represented by proxy, shall have
the power to adjourn the meeting  from time to time,  without  notice other than
announcement at the meeting, until a quorum shall be present or represented.  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
originally notified. If the adjournment is for more than thirty (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 meeting.

         Section 2.9.  When a quorum is present at any meeting,  the vote of the
holders of a majority  of the stock  having  voting  power  present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the  question  is one upon which by express  provision  of the  statutes,
these Bylaws or of the Articles of Incorporation,  a different vote is required,
in which case such  express  provision  shall govern and control the decision of
such question. 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   2.10.   Unless   otherwise   provided  in  the   Articles  of
Incorporation,  each  stockholder  shall at every meeting of the stockholders be
entitled  to  one  vote  in  person  or by  proxy  executed  in  writing  by the
stockholder or by his or her duly authorized attorney-in-fact, for each share of
the capital  stock having  voting power held by such  stockholder,  but no proxy
shall be voted on after six (6) months from its date,  unless the proxy provides
for a  longer  period.  Each  proxy  shall be filed  with the  Secretary  of the
Corporation prior to, or at the time of, the meeting.  Any vote may be taken via
voice or by show of hands  unless the holders of at least ten  percent  (10%) of
shares  outstanding  and entitled to vote object,  in which case written ballots
shall be used.

         Section 2.11. Any action  required to be taken at any annual or special
meeting of stockholders may be taken without a meeting, without prior notice and
without a vote, if a consent or consents 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,  and shall be  delivered  to the  Corporation  by hand  delivery  or
certified mail,  return receipt  requested,  to its registered office in Nevada,
its  principal  place of business or an officer or agent  having  custody of the
minute book of the Corporation.  The Corporation shall provide a copy thereof to
all  stockholders  not  participating  in the  consent  action.  Notwithstanding
anything contained in these Bylaws to the contrary, this Section 2.11 of Article
II may be amended, supplemented, or appealed only by the affirmative vote of the
holders  of a majority  or more of the voting  power of all of the shares of the
Corporation  entitled to vote  generally  in the election of  Directors,  voting
together as a single class.

         Section  2.12.  Any  stockholder  proposing  to  nominate  a person for
election to the Board of Directors  shall provide the  Corporation 90 days prior
written notice of such  nomination,  stating the name and address of the nominee
and describing his qualifications for being a Director of the Corporation.  Such
notice shall be sent or delivered to the principal  office of the Corporation to
the  attention  of the  Board of  Directors,  with a copy to the  President  and
Secretary of Corporation.

         Section  2.13.  At any meeting of  stockholders,  the  President of the
Corporation shall act as the chairman of the meeting, and the stockholders shall
not have the right to elect a different  person as chairman of the meeting.  The
chairman of the  meeting  shall have the  authority  to  determine  (i) when the
election  polls shall be closed in  connection  with any vote to be taken at the
meeting;  and (ii) when the  meeting  shall be  recessed.  No action  taken at a
meeting shall become final and binding if any group of stockholders representing
33-1/3% or more of the shares entitled to be voted for such action shall contest
the validity of any proxies or the outcome of any election.

         Section  2.14.  The Board of Directors may fix in advance a record date
for the purpose of  determining  stockholders  entitled to notice of, or to vote
at, a meeting of stockholders, such record date to be not less than ten nor more
than sixty days prior to such  meeting.  A record  date shall be used in lieu of
closing the stock  transfer  book.  In the absence of any action of the Board of
Directors,  the date upon which the notice of the meeting is mailed shall be the
record date.



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<PAGE>

         Section 2.15. The order of business at annual  meetings,  and so far as
practicable  at other  meetings  of  stockholders,  shall be as  follows  unless
changed by the Chairman:

               (a)  Call to order

               (b)  Proof of due notice of meeting

               (c)  Determination of quorum and examination of proxies

               (d)  Announcement of availability of voting list (See Bylaw 2.4)

               (e)  Announcement of distribution of annual  statement (See Bylaw
                    7.4)

               (f)  Reading  and   disposing  of  minutes  of  last  meeting  of
                    stockholders

               (g)  Reports of Officers and committees

               (h)  Appointment of voting inspectors

               (i)  Unfinished business

               (j)  New business

               (k)  Nomination of Directors

               (l)  Opening of polls for voting

               (m)  Recess

               (n)  Reconvening; closing of polls

               (o)  Report of voting inspectors

               (p)  Other business

               (q)  Adjournment

                                   ARTICLE III
                                    Directors

         Section  3.1.  The  business  and affairs of the  Corporation  shall be
managed by a Board of  Directors,  which shall have and may  exercise all of the
powers of the  Corporation,  except  such as are  expressly  conferred  upon the
stockholders  by law,  by the  Articles  of  Incorporation  or by these  Bylaws.
Subject to the rights of the holders of shares of any series of Preferred  Stock
then  outstanding to elect additional  Directors under specified  circumstances,
the  Board of  Directors  shall  consist  of not less than one (1) nor more than
twenty-one  (21) persons.  The exact number of Directors  within the minimum and
maximum limitations specified in the preceding sentence shall be fixed from time
to time by either (i) the Board of Directors pursuant to a resolution adopted by
a majority of the entire Board of Directors,  (ii) the  affirmative  vote of the
holders  of a majority  or more of the voting  power of all of the shares of the
Corporation  entitled to vote  generally  in the election of  Directors,  voting
together as a single class, or (iii) the Articles of Incorporation.  No decrease
in the number of Directors constituting the Board of Directors shall shorten the
term of any  incumbent  Director.  Upon a  resolution  adopted  by the  Board of
Directors,  the  directors  may be  divided  into  three  classes  of  equal  or
approximately  equal  number,  with all three classes to be elected at the first
meeting  following  such  action.  The  initial  term of office of Class I, will
expire at the annual meeting one year hence;  of Class II, at the annual meeting
two years hence; and of Class III, at the annual meeting three years hence. Each
director  elected  shall hold office  until his  successor  shall be elected and
shall qualify. At each annual meeting of stockholders  beginning with the annual
meeting  following such action,  directors  elected to succeed those whose terms



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<PAGE>

are then  expiring  shall be elected  for a full term of office  expiring at the
third succeeding annual meeting of stockholders after their election. Should the
number of directors which  constitute the whole Board of Directors be changed as
permitted by this  Paragraph 2 of Article 7, such majority of the whole Board of
Directors  or such  holders  of a majority  or more of the  voting  power of the
Corporation, as applicable, shall also fix and determine the number of directors
of which each class shall be comprised.  Subject to the rights of holders of any
series of any Preferred  Stock then  outstanding,  any vacancies in the Board of
Directors  resulting  from  death,  resignation,  retirement,  disqualification,
removal  from  office  or other  cause  may be filed by a  majority  vote of the
Directors  then in office even though less than a quorum or by a sole  remaining
Director  and the  Directors  so chosen  shall hold office until the next annual
election and until their  successors are duly elected and shall qualify,  unless
sooner displaced. If the remaining Directors fail to select a successor Director
to fill a vacancy within sixty (60) days of its occurrence, the vacancy shall be
filled by the vote of a  majority  of the  outstanding  shares.  If there are no
Directors  in office,  then an election of  Directors  may be held in the manner
provided by statute.  Newly-created directorships resulting from any increase in
the  authorized  number of Directors may be filled by the  remaining  Directors.
Directors  elected  to fill a vacancy  will serve the  remaining  portion of the
unexpired term; provided,  however,  that Directors elected to fill a vacancy by
virtue of expanding the number of Directors  shall serve until the next election
of Directors by stockholders.

         Section 3.2. No stockholder  shall have the right to cumulate his votes
for the  election of  Directors  but each share shall be entitled to one vote in
the  election  of such  Director.  At any  meeting  of the  stockholders,  every
stockholder  having  the  right to vote may vote  either  in  person or by proxy
executed   in   writing   by  the   stockholder   or  by  his  duly   authorized
attorney-in-fact.   Such  proxy  shall  be  filed  with  the  Secretary  of  the
Corporation prior to, or at the time of, the meeting.

                       Meetings of the Board of Directors

         Section  3.3.  The  Board  of  Directors  of the  Corporation  may hold
meetings,  both  regular  and  special,  either  within or without  the State of
Nevada.

         Section 3.4. The first meeting of each newly elected Board of Directors
shall be held without further notice immediately following the annual meeting of
the stockholders, and at the same place unless the Directors change such time or
place by unanimous vote.

         Section 3.5.  Regular  meetings of the Board of  Directors  may be held
without  notice  at such  time and at such  place as shall  from time to time be
determined by the Board.

         Section  3.6.  Special  meetings  of the  Board  may be  called  by the
President  or by  Directors  constituting  at least  one-third  of  Directors in
office, on three (3) days' notice to each Director, either personally or by mail
or by facsimile.

         Section 3.7. At all meetings of the Board,  a majority of the Directors
shall  constitute  a quorum for the  transaction  of  business  and the act of a
majority  of the  Directors  present at any  meeting at which  there is a quorum
shall  be  the  act  of the  Board  of  Directors,  except  as may be  otherwise
specifically   provided  by  statute,   these  Bylaws  or  by  the  Articles  of
Incorporation.  If a quorum  shall not be present at any meeting of the Board of
Directors,  the Directors  present  thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.  Each  Director  who is present at a meeting will be deemed to
have  assented  to any action  taken at such  meeting  unless his dissent to the
action is entered  into the  minutes of the  meeting,  or unless he or she files
their written dissent thereto with the Secretary of the meeting or forwards such
dissent by registered mail to the Secretary of the Corporation immediately after
such meeting.

         Section  3.8.   Unless   otherwise   restricted   by  the  Articles  of
Incorporation  or these Bylaws,  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  3.9.   Unless   otherwise   restricted   by  the  Articles  of
Incorporation  or  these  Bylaws,  members  of the  Board of  Directors,  or any
committee designated by the Board of Directors,  may participate in a meeting of



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<PAGE>

the Board of Directors,  or any 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 such  participation  in a meeting  shall
constitute presence in person at the meeting.

         Section 3.10. Interested Directors,  Officers and stockholders.  (a) If
Paragraph (b) is satisfied, no contract or other transaction between the Company
and any of its Directors,  Officers or stockholders  (or any corporation or firm
in which any of them are  directly or  indirectly  interested)  shall be invalid
solely because of such relationship or because of the presence of such Director,
Officer or stockholder at the meeting  authorizing such contract or transaction,
or his participation in such meeting or authorization.

                  (b) Paragraph (a) shall apply only if:

                           (1)  The  material  facts  of  the   relationship  or
                  interest of each such  Director,  Officer or  stockholder  are
                  known or disclosed:

                           (A)      To  the   Board   of   Directors   and  they
                                    nevertheless   authorize   or   ratify   the
                                    contract or  transaction  by a majority vote
                                    of  the   Directors   present,   each   such
                                    interested   Director   to  be   counted  in
                                    determining  whether a quorum is present but
                                    not in calculating the majority necessary to
                                    carry the vote; or

                           (B)      To the  stockholders  and they  nevertheless
                                    authorize   or  ratify   the   contract   or
                                    transaction  by a  majority  of  the  shares
                                    present, each such interested stockholder to
                                    be counted in  determining  whether a quorum
                                    is  present  but  not  in  calculating   the
                                    majority necessary to carry the vote; and

                           (2)  The  contract  or  transaction  is  fair  to the
                  Corporation as of the time it is authorized or ratified by the
                  Board of Directors or the stockholders.

                  (c) This  provision  shall not be  construed  to  invalidate a
         contract  or  transaction  which  would be valid in the absence of this
         provision.

                             Committees of Directors

         Section 3.11.  The Board of Directors  may, by resolution  adopted by a
majority of the whole  Board,  designate  Committees  from among its members and
establish the power and authority of such  Committee(s) to the extent  permitted
by law.

         Section 3.12.  Any member of a Committee may be removed by the Board of
Directors by the  affirmative  vote of a majority of the whole Board whenever in
its judgment the best interests of the Corporation will be served thereby.

         Section   3.13.  A  vacancy   occurring  in  a  Committee   (by  death,
resignation,  removal or otherwise) shall be filled by the Board of Directors in
the manner provided for original designation in Section 3.11 above.

         Section 3.14.  At meetings of a Committee,  a majority of the number of
members  designated by the Board of Directors shall  constitute a quorum for the
transaction  of  business.  The act of a majority of the members  present at any
meeting at which a quorum is present shall be the act of a Committee,  except as
otherwise  specifically  provided by statute or by the Articles of Incorporation
or by these Bylaws. If a quorum is not present at a meeting of a Committee,  the
members  present  thereat may adjourn  the  meeting  from time to time,  without
notice other than announcement at the meeting, until a quorum is present.

         Section 3.15.  By resolution of the Board of Directors,  the members of
each committee may be paid their expenses, if any, of attendance at each meeting
of each  committee and may be paid a fixed sum for attendance at each meeting of
each  committee or a stated  salary as a member  thereof.  No such payment shall
preclude  any member from  serving the  Corporation  in any other  capacity  and
receiving compensation therefor.



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<PAGE>

         Section  3.16.  Each  committee  shall  keep  regular  minutes  of  its
proceedings  and report the same to the Board of Directors  when  required.  The
minutes of the  proceedings  of the Executive  Committee  shall be placed in the
minute book of the Corporation.

         Section 3.17. Any action required or permitted to be taken at a meeting
of a committee may be taken  without a meeting if a consent in writing,  setting
forth the action so taken,  is signed by all the  members of a  committee.  Such
consent  shall have the same force and effect as a unanimous  vote at a meeting.
The signed  consent,  or a signed  copy  thereof,  shall be placed in the minute
book.

         Section 3.18.  The  designation  of a committee  and the  delegation of
authority  to it shall not  operate to relieve  the Board of  Directors,  or any
member thereof, of any responsibility imposed by law.

         Section 3.19.  The Board of Directors  shall  consider the formation of
the following  committees to conduct the business and affairs of the Corporation
to the  extent  authorized  by  resolution  including  but  not  limited  to the
following: Audit Committee,  Compensation Committee and Executive Committee. The
Board of Directors, by majority vote, shall have the power at any time to change
the powers and members of any committee, to fill vacancies and to dispose of any
committee. Members of any committee shall receive such compensation as the Board
of Directors may from time to time provide.

                            Compensation of Directors

         Section  3.20.   Unless   otherwise   restricted  by  the  Articles  of
Incorporation  or these Bylaws,  the Board of Directors shall have the authority
to fix the compensation of Directors.  The Directors may be paid their expenses,
if any, of  attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV
                                     Notices

         Section 4.1.  Whenever,  under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws,  notice is required to be given to
any Director or stockholder,  it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail,  addressed to such Director or
stockholder,  at his  address as it appears on the  records of the  Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given at the
time when the same shall be  deposited  in the  United  States  mail.  Notice to
Directors may also be given by facsimile.

         Section  4.2.  Whenever  any notice is  required  to be given under the
provisions  of the  statutes  or of the  Articles of  Incorporation  or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    Officers

         Section  5.1. The  officers of the  Corporation  shall be chosen by the
Board of Directors and shall be a president,  one or more vice  presidents,  any
one or more of which may be designated  executive  vice president or senior vice
president, a secretary,  and a treasurer. The Board of Directors may also choose
a chairman of the board,  assistant  vice  presidents  and one or more assistant
secretaries and assistant  treasurers.  Any number of offices may be held by the
same person,  unless the  Articles of  Incorporation  or these Bylaws  otherwise
provide. The Chairman shall be elected from among the Directors.

         Section 5.2. The Board of  Directors  at its first  meeting  after each
annual  meeting  of  stockholders  shall  choose a  president,  one or more vice
presidents, a secretary and a treasurer.



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<PAGE>

         Section 5.3. The Board of Directors may appoint such other officers and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the Board.

         Section 5.4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors or a committee thereof.

         Section 5.5. The  officers of the  Corporation  shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of  Directors  may be  removed  with or  without  cause at any time by the
affirmative  vote of a majority of the Board of Directors  then in office at any
regular or special  meeting.  Such  removal  shall be without  prejudice  to the
contract rights, if any, of the person so removed,  provided,  however, that the
election or  appointment  of an officer  shall not, of itself,  create  contract
rights.  Any vacancy  occurring in any office of the Corporation shall be filled
by the Board of Directors.

                              Chairman of the Board

         Section 5.6. The Chairman of the Board,  if any,  shall  preside at all
meetings  of the  Board  of  Directors  of the  Corporation.  In the  Chairman's
absence,  such duties shall be attended to by the President.  The Chairman shall
not be an  executive  officer  of the  Corporation  and shall  have no duties or
powers,  express,  apparent,  or  implied,  except  as set  forth  herein  or in
resolutions  adopted by the Board of  Directors.  The  Chairman may be the chief
executive officer of the Corporation if so designated.

                                  The President

         Section 5.7. The President shall be the Chief Executive  Officer of the
Corporation;  he or she shall preside at all meetings of the stockholders and of
the Board of Directors  (unless the Corporation has a Chairman of the Board, who
will, in that case,  preside at all meetings of the Board of  Directors),  shall
have  general  and  active  management  of  the  business  and  affairs  of  the
Corporation  and  shall see that all  orders  and  resolutions  of the Board are
carried  into  effect.  He or she shall  perform such other duties and have such
other  authority  and  powers  as the Board of  Directors  may from time to time
prescribe.  Within  this  authority  and in the  course of his or her duties the
President shall:

                  (a)  Preside at all  meetings of the  stockholders  and in the
         absence  of the  Chairman  of the Board,  or, if there is none,  at all
         meetings of the Board of Directors, and shall be ex officio a member of
         all the standing committees, including the Executive Committee, if any.

                  (b) Sign all  certificates  of  stock of the  Corporation,  in
         conjunction with the Secretary or Assistant Secretary, unless otherwise
         ordered by the Board of Directors.

                  (c) When  authorized  by the Board of Directors or required by
         law,  execute,  in the  name of the  Corporation,  deeds,  conveyances,
         notices,   leases,  checks,   drafts,  bills  of  exchange,   warrants,
         promissory notes, bonds,  debentures,  contracts,  and other papers and
         instruments  in  writing,  and  unless  the Board of  Directors  orders
         otherwise by resolution, make such contracts as the ordinary conduct of
         the Corporation's business requires.

                  (d) Subject to the approval of the Board of Directors, appoint
         and remove, employ and discharge,  and prescribe the duties and fix the
         compensation  of all agents,  employees,  and clerks of the Corporation
         other than the duly appointed  Officers,  and, subject to the direction
         of the Board of  Directors,  control  all of the  Officers,  agents and
         employees of the Corporation.

         Section  5.8.  The  Vice-Presidents,  if any,  in the  order  of  their
seniority,  unless otherwise determined by the Board of Directors, shall, in the
absence  or  disability  of the  President,  perform  the  duties  and  have the
authority  and exercise  the powers of the  President.  They shall  perform such
other duties and have such other  authority and powers as the Board of Directors
may from  time to time  prescribe  or as the  President  may  from  time to time
delegate.



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<PAGE>

         Section  5.9. The  Secretary  shall attend all meetings of the Board of
Directors and all meetings of the  stockholders and record all votes and minutes
of all proceedings in a book to be kept for that purpose, and shall perform like
duties for the Executive Committee when required. He or she shall give, or cause
to be given,  notice of all meetings of the stockholders and special meetings of
the Board of  Directors.  He or she shall keep in safe  custody  the Seal of the
Corporation  and,  when  authorized  by the Board of Directors or the  Executive
Committee,  affix the same to any instrument  requiring it, and when so affixed,
it shall be attested by his signature or by the signature of the Treasurer or an
Assistant Secretary.  He or she shall be under the supervision of the President.
He or she shall  perform  such other  duties and have such other  authority  and
powers  as the Board of  Directors  may from  time to time  prescribe  or as the
President may from time to time delegate.

         Section 5.10. The Assistant Secretaries,  if any, shall, in the absence
or  disability of the  Secretary,  perform the duties and have the authority and
exercise the powers of the  Secretary.  They shall perform such other duties and
have such other powers as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.

         Section  5.11.  The  Treasurer  shall have the custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements of the Corporation and shall deposit all monies and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors.  He or she shall disburse the funds
of the  Corporation  as may be ordered by the Board of Directors,  taking proper
vouchers  for  such  disbursements,  and  shall  render  to  the  President  and
Directors, at the regular meeting of the Board, or whenever they may request it,
an account of all his  transactions as Treasurer and of the financial  condition
of the Corporation.  If required by the Board of Directors, he or she shall give
the  Corporation  a bond in such  form,  in such sum,  and with  such  surety or
sureties as satisfactory to the Board of Directors, for the faithful performance
of the duties of his or her office.  He or she shall  perform  such other duties
and have such other authority and powers as the Board of Directors may from time
to time prescribe or as the President may from time to time delegate.

         Section 5.12. The Assistant Treasurer, if any, shall, in the absence of
the Treasurer or in the event of his or her inability or refusal to act, perform
the duties and exercise the powers of the Treasurer and shall perform such other
duties and have such  other  powers as the Board of  Directors  may from time to
time prescribe.

                                   ARTICLE VI
                             Certificates for Shares

         Section  6.1.  The   Corporation   shall  deliver  stock   certificates
representing  all shares to which  shareholders are entitled in such form as may
be determined by the Board of Directors.  Each certificate  representing  shares
shall state upon the face thereof that the  Corporation  is organized  under the
laws of the State of Nevada;  the name of the  person to whom it is issued;  the
number and class of shares and the designation of the series, if any, which such
certificate  represents;  the  par  value  of  each  share  represented  by such
certificate,   and  any  restrictions  or  statements   required  by  law.  Such
certificates  shall be signed by the  President or Vice  President and either by
the Secretary or Assistant Secretary or such officer or officers as the Board of
Directors shall designate, and may be sealed with the seal of the Corporation or
a facsimile thereof.

         Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the Corporation in the case
of uncertificated partly paid shares, shall be set forth the total amount of the
consideration  to be paid  therefor and the amount paid thereon shall be stated.
Certificates shall also contain such legends or statements as may be required by
law and any agreement between the Corporation and the holder thereof.

         If the Corporation  shall be authorized to issue more than one class of
stock  or  more  than  one  series  of  any  class,  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 the certificate  which the  Corporation  shall
issue to  represent  such  class or series of stock,  provided  that,  except as
otherwise  provided in the Articles of Incorporation or these Bylaws, in lieu of
the  foregoing  requirements,  there may be set forth on the face or back of the
certificate  which the Corporation shall issue to represent such class or series
of stock, a statement that the  Corporation  will furnish without charge to each
stockholder who so requests the powers, designations,  preferences and relative,




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<PAGE>

participating, optional or other special rights of each class of stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
and/or rights.  Any security of the Corporation,  including,  among others,  any
certificate  evidencing  shares of the  Common  Shares and  Preferred  Shares or
warrants to purchase  Common  Shares and  Preferred  Shares of the  Corporation,
which is issued to any person without  registration  under the Securities Act of
1933, as amended,  or the Blue Sky laws of any state,  shall not be transferable
until the  Corporation  has been  furnished with a legal opinion of counsel with
reference  thereto,  satisfactory in form and content to the Corporation and its
counsel,  to the effect  that such sale,  transfer  or pledge does not involve a
violation of the Securities Act of 1933, as amended, or the Blue Sky laws of any
state having jurisdiction.  The certificate representing the security shall bear
substantially the following legend:

         "THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES  ACT OF  1933,  AS  AMENDED,  AND MAY  NOT BE  SOLD,  TRANSFERRED  OR
OTHERWISE  DISPOSED OF EXCEPT IN COMPLIANCE  WITH SUCH ACT AND OTHER  APPLICABLE
LAWS."

         Section 6.2. The consideration for the issuance of shares shall consist
of any tangible or intangible property or benefit to the Corporation, including,
but not limited to, cash,  promissory notes,  services performed,  contracts for
services to be  performed or other  securities  of the  corporation.  Before the
Corporation  issues  shares,  the Board of  Directors  must  determine  that the
consideration  received  or to be  received  for  the  shares  to be  issued  is
adequate.  The  judgment  of the Board of  Directors  as to the  adequacy of the
consideration  received for the shares  issued is  conclusive  in the absence of
actual fraud in the transaction. When the Corporation receives the consideration
for which the Board of Directors  authorized the issuance of shares,  the shares
issued therefor are fully paid and  nonassessable.  The Corporation may place in
escrow  shares  issued  for a contract  for future  services  or  benefits  or a
promissory note, or make any other  arrangements to restrict the transfer of the
shares.  The  Corporation may credit  distributions  made for the shares against
their  purchase  price,  until the  services  are  performed,  the  benefits are
received or the promissory note is paid. If the services are not performed,  the
benefits  are not  received  or the  promissory  note is not  paid,  the  shares
escrowed or restricted and the  distributions  credited may be canceled in whole
or in part.

         Section 6.3. Unless otherwise  provided in the subscription  agreement,
subscriptions  of  shares,  whether  made  before or after  organization  of the
Corporation,  shall be paid in full at such time or in such  installments and at
such  times as shall be  determined  by the Board of  Directors  and  payment on
subscriptions  shall be uniform as to all shares of the same series.  In case of
default  in the  payment on any  installment  or call when  payment is due,  the
Corporation may proceed to collect the amount due in the same manner as any debt
due to the Corporation.

         Section 6.4. For any  indebtedness of a Stockholder to the Corporation,
the  Corporation  shall have a first and prior lien on all  preferred  or common
shares  owned  by him  and on all  dividends  or  other  distributions  declared
thereon.

         Section 6.5. Within a reasonable time after the issuance or 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 any requirements of the Articles of Incorporation or
these Bylaws or a statement that the Corporation  will furnish without charge to
each  stockholder  who so requests  the  powers,  designations  preferences  and
relative participating,  optional or other special rights of each class of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
preferences and/or rights.

         Section  6.6.  Any  or  all  the  signatures  on a  certificate  may be
facsimile, if the certificate is countersigned by a transfer agent or registered
by a registrar. 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 or
she were such officer, transfer agent or registrar at the date of issue.

                                Lost Certificates

         Section  6.7. The Board of Directors  may direct a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming




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<PAGE>

the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or certificates or uncertificated  shares,  the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof,  require the owner of such lost,  stolen or  destroyed  certificate  or
certificates, or his or her legal representative, to give the Corporation a bond
issued by sureties acceptable to the Corporation in such sum as it may direct as
indemnity  against  any claim  that may be made  against  the  Corporation  with
respect to the certificate alleged to have been lost, stolen or destroyed.

                                Transfer of Stock

         Section 6.8. Upon surrender to the Corporation or the transfer agent of
the  Corporation  of a certificate  for shares duly endorsed or  accompanied  by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the  Corporation or the transfer agent of the Corporation to issue a
new certificate to the person entitled  thereto,  cancel the old certificate and
record  the  transaction  upon  its  books.  Upon  receipt  of  proper  transfer
instructions   from  the  registered  owner  of  uncertificated   shares,   such
uncertificated   shares  shall  be  canceled  and  issuance  of  new  equivalent
uncertificated  shares  or  uncertificated  shares  shall be made to the  person
entitled  thereto and the  transaction  shall be recorded  upon the books of the
corporation.  Transfers  of  shares  shall  be  made  only on the  books  of the
Corporation  by the  registered  holder  thereof,  or by  his  or  her  attorney
thereunto  authorized  by power of attorney and filed with the  Secretary of the
Corporation or the transfer agent.

         Section  6.9.  Every   stockholder  or  transferee  shall  furnish  the
Secretary  or a transfer  agent with the address to which notice of meetings and
all other  notices  may be served  upon or mailed to him or her,  and in default
thereof,  he or she shall not be  entitled  to  service  or  mailing of any such
notice.

                               Fixing Record Date

         Section  6.10.  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 (60) nor less than ten (10) days  before the
date of such meeting, nor more than sixty (60) days prior to any other action. 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.

                             Registered Stockholders

         Section  6.11.  The  Corporation  shall be  entitled to  recognize  the
exclusive  right of a person  registered  on its books as the owner of shares to
receive dividends,  to vote as such owner, and to hold such person registered on
its books  liable for calls and  assessments  as the owner of such  shares,  and
shall not be bound to recognize  any  equitable or other claim to or interest in
such  share or shares on the part of any other  person,  whether or not it shall
have express or other notice thereof,  except as otherwise  provided by the laws
of Nevada.

                                   ARTICLE VII
                             Miscellaneous/Dividends

         Section  7.1.  Dividends  upon the  capital  stock of the  Corporation,
subject  to the  provisions  of the  Articles  of  Incorporation,  if  any,  and
applicable  law,  may be  declared by the Board of  Directors  at any regular or
special  meeting.  Dividends  may be paid in cash,  in  property or in shares of
capital stock, subject to the provisions of the Articles of Incorporation.

         Section 7.2. Before payment of any dividend, there may be set aside out
of any funds of the Corporation  available for dividends such sum or sums as the
Directors  from time to time, in their  absolute  discretion,  think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  Corporation,  or for such other
purpose  as  the  Directors  shall  determine  to  be in  the  interest  of  the
Corporation,  and the  Directors  may modify or abolish any such  reserve in the
manner in which it was created.




                                       10
<PAGE>

                                     Checks

         Section 7.3. All checks,  demands,  drafts, or other orders for payment
of money,  notes or other  evidences of  indebtedness  issued in the name of the
Corporation, shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

                                    Contracts

         Section  7.4.  The  Board  of  Directors  may  authorize  any  officer,
officers,  agent,  or agents,  to enter into any contract or execute and deliver
any  instrument  in the  name of and on  behalf  of the  Corporation,  and  such
authority may be general or confined to specific instances.

                                    Deposits

         Section 7.5. All funds of the Corporation not otherwise  employed shall
be deposited  from time to time to the credit of the  Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.

                                   Fiscal Year

         Section  7.6.  The  fiscal  year of the  Corporation  shall be fixed by
resolution of the Board of Directors.

                                      Seal

         Section 7.7. The corporate seal shall have  inscribed  thereon the name
of the Corporation,  the year of its organization and the words "Corporate Seal,
Nevada."  The  seal  may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                 Indemnification

         Section   7.8.   Unless   otherwise   provided   in  the   Articles  of
Incorporation,   the  Corporation  shall  indemnity  its  officers,  agents  and
Directors to the full extent permitted by the General Corporation Law of Nevada.
The  protection  and  indemnification  provided  hereunder  shall  not be deemed
exclusive of any other rights to which such Director, agent or officer or former
Director  or  officer  or such  person  may be  entitled  under  any  agreement,
insurance policy, vote of stockholders or otherwise.

                                  ARTICLE VIII
                                   Amendments

         Section 8.1.  Notwithstanding  any other  provision  contained in these
Bylaws to the contrary, Sections 2.5, 2.11, 2.12 and 2.13 of Article II, Section
3.1 of Article  III,  and this  Article  VIII of these  Bylaws  may be  amended,
supplemented,  or repealed only by the affirmative vote of a majority or more of
all of the shares of the Corporation  entitled to vote generally in the election
of Directors,  voting  together as a single class. In addition to the foregoing,
the Board of Directors may amend or repeal these Bylaws or adopt new Bylaws.