CORPORATE RECORDS
                                                            OF


                                                    U.S.A. GROWTH INC.



                                                INCORPORATED UNDER THE LAWS
                                                          OF THE
                                                     STATE OF DELAWARE




                                                        LAW OFFICES
                                                            OF
                                                    U.S.A. Growth Inc.



                                                         BY- LAWS



                                                    ARTICLE I - OFFICES
                  Section 1. The registered office of the corporation in
the State of Delaware shall be at  725 Market St., Wilmington
Delaware.


      The registered agent in charge thereof shall be

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

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                                                     ARTICLE II - SEAL
      Section 1. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware".


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


Section 2. Annual Meetings: The annual meeting of the
stockholders shall be held on the       lst        of August
in each year if not a legal holiday, and if a legal holiday,
then on the next secular day following at 9:00   o'clock A.M.,
when they shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.  If the
annual meeting for election of directors is not held on the date
designated therefor, the directors shall cause the meeting to be
held as soon thereafter as convenient.
      Section 3. Election of Directors: Elections of the directors of
the corporation may be by written ballot.
      Section 4. Special Meetings: Special meetings of the stockholders

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may be called at any time by the President, or the Board of
Directors, or stockholders entitled to cast at least one-fifth of
the votes which all stockholders are entitled to cast at the
particular meeting.  At any time, upon written request of any person
or persons who have duly called a special meeting, it shall be the
duty of the Secretary to fix the date of the meeting, to be held not
more than sixty days after receipt of the request, and to give due
notice thereof.  If the Secretary shall neglect or refuse to fix the
date of the meeting and give notice thereof, the person or persons
calling the meeting may do so.
      Business transacted at all special meetings shall be confined to
the objects stated in the call and matters germane thereto, unless
all stockholders entitled to vote are present and consent.
    Written notice of a special meeting of stockholders stating the
time and place and object thereof, shall be given to each stock
holder entitled to vote thereat at least 30 days before such
meeting, unless a greater period of-notice is required by statute in
a particular case.
      Section 5. Quorum: A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of stockholders.  If less
than a majority of the outstanding shares entitled to vote is
represented at a meeting, a majority of the shares so represented
may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.  The stockholders

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present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
      Section 6. Proxies: Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to
corporate action in writing without a meeting may authorize another
person or persons to act for him by proxy, but no such proxy shall
be voted or acted upon after three years from its date, unless the
proxy provides for a longer period.
      A duly executed proxy shall be irrevocable if it states that it
is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power.  A proxy
may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an
interest in the corporation generally.  All proxies
      Section 9. List of Stockholders: The officer who has charge of
the stock ledger o-f the corporation shall prepare and make, at
least ten days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder.  No
share of stock upon which any installment is due and unpaid shall be
voted at any meeting.  The list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to
the meeting, either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of the

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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.


ARTICLE IV - DIRECTORS



Section I.. The business and affairs of this corporation
shall be managed by its Board of Directors,    6 in number.


The directors need not be residents of this state or stockholders in
the corporation They shall be elected by the stockholders at the
annual meeting of stockholders of the corporation, and each director
shall be elected for the term of one year, and until his
successor shall be elected and shall qualify or until his earlier
resignation or removal.
      Section 2. Regular Meetings: Regular meetings of the Board shall
be held without notice
              at the registered office of the corporation, or
at such other time and place as shall be determined by the Board.
      Section 3. Special Meetings: Special Meetings of the Board may be
called by the President on days notice to each director, either
personally or by mail or by telegram-, special meetings shall be
called by the President or Secretary in like manner and on like
notice on the written request of a majority of the directors in

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office.
      Section 4. quorum: A majority of the total number of directors
shall constitute a quorum for the transaction of business.
      Section 5. Consent in Lieu of Meeting: Any action required or
permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting,,. if all
members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.  The Board of
Directors relay hold its meetings, and have an office or offices,
outside of this state.
      Section E,.  Conference Telephone: One or more directors ma


Section E,.  Conference Telephone: One or more directors may
participate in a meeting of the Board, of a committee of the Board
or of the stockholders, by means of conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other; participation in this manner
shall constitute presence in person at such
meeting.
      Section 7. Compensation: Directors as such, shall not receive any
stated salary for their services, but by resolution of the Board, a
fixed sum and expenses of attendance if any, may be allowed for
attendance at each regular or special meeting of the Board PROVIDED,
that nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and

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receiving compensation therefor.
      Section 8. Removal: Any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors,
except that when cumulative voting is permitted, if less than the
entire Board is to be removed, no director may be removed without
cause if the votes cast against his removal would be sufficient to
elect him if then cumulatively voted at an election of the entire
Board of Directors, or, if there be classes of directors, at an
election of the class of directors of which he is a part.


                                                   ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall
be chosen by the directors and shall be a President, Secretary
and Treasurer.  The Board of Directors may also choose a Chairman,
one or more Vice Presidents and such other officers as it shall deem
necessary.  Any number of offices may be held by the same person.
      Section 2. Salaries: Salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
      Section 3. Term of Office: The officers of the corporation shall
hold office for one year and until their successors are chosen and
have qualified.  Any officer or agent elected or appointed by the
Board may be removed by the Board of Directors whenever in its
judgment the best interest of the corporation will be served
thereby.
      Section 4. President: The President shall be the chief executive

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officer of the corporation; he shall preside at all meetings of the
stockholders and directors; he shall have general and active
management of the business of the corporation, shall see that all
orders and resolutions of the Board are carried into effect,
subject, however, to the right of the directors to delegate any
specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the
corporation.  He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation.  He shall be
EX-OFFICIO a member of all committees, and shall have the general
power and duties of supervision and management usually vested in the
office of President of a corporation.
      Section 5. Secretary: The Secretary shall attend all sessions of
the Board and all meetings of the stockholders and act as clerk
thereof, and record all the votes of the corporation and the minutes
of all its transactions in a book to be kept for that purpose, and
shall perform like duties for all committees of the Board of
Directors when required.  He shall give, or cause to be given,
notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or President, and under whose supervision
he shall be.  He shall keep in safe custody the corporate seal of
the corporation, and when authorized by the Board, affix the same to
any instrument requiring it.
      Section 6. Treasurer: The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the

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corporation, and shall keep the moneys of the corporation in a
separate account to the credit of the corporation.  He shall
disburse the funds of the corporation as may be ordered by the
Board, taking proper vouchers for such disbursements, and shall
render to the President and directors, at the regular meetings of
the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
corporation.


                                                  ARTICLE VI - VACANCIES
       Section 1. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, shall be
filled by the Board of Directors.  Vacancies and newly created
directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining
director.  If at any time, by reason of death or resignation or
other cause, the corporation should have no directors in office,
then any officer or any stockholder or an executor, administrator,
trustee or guardian of a stockholder, or other fiduciary entrusted
with like responsibility for the person or estate of a stockholder,
may call a special meeting of stockholders in accordance with the
provisions of these By-Laws. - Section 2. Resignations Effective at
Future Date: When one or more directors shall resign from the Board,
effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to

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fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective.


                  ARTICLE VII - CORPORATE RECORDS
      Section 1. Any stockholder of record, in person or by attorney or
other agent, shall, upon written demand under oath stating the
purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the corporation's stock ledger, a
list of its stockholders, and its other books and records, and to
make copies or extracts therefrom.
A proper purpose shall mean a purpose reasonably related to such
person's interest as a stockholder.  In every instance where an
attorney or other agent shall be the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which authorizes the attorney or
other agent to so act on behalf of the stockholder.  The demand
under oath shall be directed to the corporation at its registered
office in this state or at its principal place of business.


ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1.   The stock certificates of the corporation shall


be numbered and registered in the share ledger and transfer books of
the corporation as they are issued.  They shall bear the corporate

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seal and shall be signed by the


      Section 2. Transfers: Transfers of shares shall be made on the
books of the corporation upon surrender of the certificates
therefor, endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing.  No transfer shall be
made which is inconsistent with law.
      Section 3. Lost Certificate: The corporation may issue a new
certificate of stock in the place of any certificate theretofore
signed by it, alleged to have been lost, stolen or destroyed, and
the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative.
  to give the corporation a bond sufficient to indemnify it against
  any claim that may be made against it on account of the alleged
  loss, theft or destruction of any such certificate or the issuance
  of such new certificate.
        Section 4. Record Date: In order that the corporation may
  determine the stockholders entitled to notice of or to vote at any
  meeting of stockholders or any adjournment thereof, or to express
  consent to corporate action in writing without a meeting, or
  entitled to receive payment of any dividend or other distribution
  or allotment of any rights, or entitled to exercise any rights in
  respect of any change, conversion or exchange of stock or for the
  purpose of any other lawful action, the Board of Directors may fix,
  in advance, a record date, which shall not be more than sixty nor
  less than ten days before the date of such meeting, nor more than

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  sixty days prior to any other action.
      If no record date is fixed:
                  (a)      The record date for determining stockholders

              entitled  to notice of or to vote at a meeting of stockholders

         shall be          at the close of business on the day next preceding
      the day on which notice is given, or, if notice is waived, at the
      close of business on the day next preceding the day on which the
      meeting is held.
            (b)   The record date for determining stockholders entitled
      to express consent to corporate action in writing without a
      meeting, when no prior action by the Board of
      Directors is necessary, shall be the day on which the fir@;t
      written consent is expressed.
            (c)   The record date for determining stockholders for any
      other purpose shall be at the close of business on the day on
      which the Board of Directors adopts the resolution relating
      thereto.
            (d)   A determination of stockholders of record entitled to
      notice of or to vote at a meeting of stockholders shall apply to
      any adjournment of the meeting; provided, however, that the Board
      of Directors may fix a new record late for the adjourned meeting.
      Section 5. Dividends: The Board of Directors may declare and pay
dividends upon the outstanding shares of the corporation, from time
to time and to such extent as they deem advisable, in the manner and
upon the terms and conditions provided by statute ,and the
Certificate of Incorporation.
      Section 6. Reserves: Before payment of any dividend there may be
set aside out of the net profits of the corporation such sum or sums

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as the directors, from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property
of the corporation, or for such other purpose as the directors shall
think conducive to the interests of the corporation, and the
directors may abolish any such reserve in the manner in which it was
created.
                ARTICLE IX - MISCELLANEOUS PROVISIONS
      Section 1. Checks: All checks or demands for money and notes of
the corporation shall be signed by such officer or officers as the
Board of Directors may from time to time designate.
      Section 2. Fiscal Year: The fiscal year shall begin on the first
day of August.
      Section 3. Notice: Whenever written notice is required
to be given to any person, it may be given to such person, either
personally or by sending a copy thereof through the mail, or by
telegram, charges prepaid, to his address appearing on the books of
the corporation, or supplied by him to the corporation for the
purpose of notice.  If the notice is sent by mail or by telegraph,
it shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph office
for transmission to such person.  Such notice shall
                specify the place, day and hour of the meeting and, in the case

                of a special meeting of stockholders, the general nature of the

                business to be transacted.

      Section 4. Waiver of Notice: Whenever any written notice is
required by statute, or by the Certificate or the By-Laws of this

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corporation a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such
notice.  Except in the case of a special meeting of stockholders,
neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such
meeting.  Attendance of a person either in person or by proxy, at
any meeting shall constitute a waiver of notice of such meeting,
except where a person attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting was
not lawfully called or convened.
      Section 5. Disallowed Compensation: Any payments made to an
officer or employee of the corporation such as a salary, commission,
bonus, interest, rent, travel or entertainment expense incurred by
him, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such
officer or employee to the corporation to the full extent of such
disallowance.  It shall be the duty of the directors, as a Board, to
enforce payment of each such amount disallowed.  In lieu of payment
by the officer or employee, subject to the determination of the
directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has
been recovered.
      Section 6. Resignations: Any director or other officer may resign
at anytime, such resignation to be in writing, and to take effect
from the time of its receipt by the corporation, unless some time be
fixed in the resignation and then from that date.  The acceptance of

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a resignation shall not be required to make it effective.


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


                                                  ARTICLE XI - AMENDMENTS
      Section 1. These By-Laws may be amended or repealed by the vote
of stockholders entitled to cast at least a majority of the votes
which all stockholders are entitled to cast thereon, at any regular
or special meeting of the stockholders, duly convened after notice
to the stockholders of that purpose.
                       ARTICLE XII - MERGERS AND ACQUISITIONS
      Section 1. The Board of Directors has complete authority to
execute agreements relating to acquisitions by the Corporation or
merger with other Corporations or business for cash or through the
issuance of additional stock of the Corporation.  The Board of
Directors are hereby permitted to effect such transactions on behalf
of the Corporation without shareholder approval in any and all
jurisdiction where this is permitted.


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