BYLAWS

                                       OF

                              VanStar Films, Inc.

                               as of July 9, 1997


                                    ARTICLE I

                                     Offices

         The principal  office of the Corporation  shall initially be located at
3636 W. lBth Ave.,  Vancouver,  B.C.  V6S 1B2 and other  offices at such  places
within or  without  the State of Nevada and as the Board of  Directors  may from
time to time establish.

                                   ARTICLE II

                          Registered Office and Agent

         The  registered  office  of the  Corporation  shall be  located  at 251
Jeanell Dr., Suite 3, Carson City,  Nevada 89703, and the registered agent shall
be Corporate  Advisory Service.  Inc. The Board of Directors may, by appropriate
resolution from time to time, change the registered office and/or agent.

                                  ARTICLE III

                            Meetings of Stockholders

         Section I. Annual Meetings.  The annual meeting of the Stockholders for
the election of Directors and for the  transaction of such other business as may
properly  come  before such  meeting  shall be held at such time and date as the
Board of Directors shall designate from time to time by resolution duly adopted.

         Section 2. Special Meetings.  A special meeting of the Stockholders may
be called at any time by the President,  the Chairman of the Board of Directors,
or the Board of Directors,  and shall be called by the President or the Chairman
of the Board of Directors  upon the written  request of  Stockholders  of record
holding in the aggregate  one-tenth (1/10) or more of the outstanding  shares of
stock of the Corporation entitled to vote, such written request


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to state the  purpose or purposes  of the  meeting  and to be  delivered  to the
President or the Chairman of the Board of Directors.

         Section 3. Place of Meetings. All meetings of the Stockholders shall be
held at the principal  office of the Corporation or at such other place,  within
or without the State of Nevada,  as shall be determined from time to time by the
Board of Directors or the Stockholders of the Corporation.

         Section  4.  Change  in Time or Place of  Meetings.  The time and place
specified in this Article III for annual  meetings  shall not be changed  within
thirty  (30) days next  before  the day on which such  meeting is to be held.  A
notice of any such change  shall be given to each  Stockholder  at least  twenty
(20) days before the  meeting,  in person or by letter  mailed to his last known
post office address.

         Section 5. Notice of Meetings.  Written notice,  stating the place, day
and hour of the meeting,  and in the case of a special meeting, the purposes for
which the meeting is called,  shall be given by or under the direction of either
the President, the Chairman of the Board of Directors, or Secretary at least ten
(10)  days but not more than  fifty  (50) days  before  the date  fixed for such
meeting,  except that if the number of the authorized  shares of the Corporation
are to be  increased,  at least thirty (30) days' notice shall be given.  Notice
shall be given to each Stockholder  entitled to vote at such meeting,  of record
at the close of business on the day fixed by the Board of  Directors as a record
date  for  the  detern1ination  of the  Stockholders  entitled  to  vote at such
meeting,  or if no such date has been fixed,  of record at the close of business
on the day next  preceding the day on which notice is given.  Notice shall be in
writing and shall be delivered to each  Stockholder  in person or sent by United
States  Mail,  postage  prepaid,  addressed  as set  forth  on the  books of the
Corporation.  A waiver of such  notice,  in  writing,  signed  by the  person or
persons  entitled  to said  notice,  whether  before  or after  the time  stated
therein, shall be deemed equivalent to such notice. Except as otherwise required
by statute,  notice of any adjourned  meeting of the  Stockholders  shall not be
required.

         Section 6. Quorum.  Except as may otherwise be required by statute, the
presence  at any  meeting,  in person or by proxy,  of the  holders of record of
one-third of the shares then issued and  outstanding  and entitled to vote shall
be  necessary  and  sufficient  to  constitute a quorum for the  transaction  of
business. In the absence of a quorum, a majority in interest of the Stockholders
entitled to vote, present in person or by proxy, or, if no Stockholder  entitled
to vote is present in person or by proxy, any Officer entitled to preside or act
as  secretary of such  meeting,  may adjourn the meeting from time to time for a
period not  exceeding  sixty  (60) days in anyone  case.  At any such  adjourned
meeting at which a quorum may be present,  any business may be transacted  which
might have been transacted at the meeting as originally called. The Stockholders
present  at  a  duly  organized  meeting  may  continue  to  do  business  until
adjournment, notwithstanding the withdrawal of enough Stockholders to leave less
than a quorum.


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         Section 7.  Voting.  Except as may  otherwise be provided by statute or
these Bylaws, including the provisions of Section 4 of Article VIII hereof, each
Stockholder  shall at every meeting of the  Stockholders  be entitled to one (1)
vote, in person or by proxy , for each share of the voting capital stock held by
such Stockholder.  However,  no proxy shall be voted on after eleven (11) months
from its date, unless the proxy provides for a longer period. At all meetings of
the Stockholders,  except as may otherwise be required by statute,  the Articles
of Incorporation of this  Corporation,  or these Bylaws, if a quorum is present,
the  affirmative  vote of the majority of the shares  represented at the meeting
and entitled to vote on the subject matter shall be the act of the Stockholders.
Persons  holding  stock in a  fiduciary  capacity  shall be entitled to vote the
shares so held,  and persons  whose stock is pledged  shall be entitled to vote,
unless in the transfer by the pledgor on the books of the  Corporation  he shall
have  expressly  empowered the pledgee to vote  thereon,  in which case only the
pledgee or his proxy may represent  said stock and vote  thereon.  Shares of the
capital stock of the Corporation belonging to the Corporation shall not be voted
directly or indirectly.

         Section 8.  Consent of  Stockholders  in Lieu of Meeting.  Whenever the
vote of  Stockholders  at a meeting thereof is required or permitted to be taken
in connection  with any  corporate  action,  by any provision of statute,  these
Bylaws, or the Articles of  Incorporation,  the meeting and vote of Stockholders
may be dispensed  with if all the  Stockholders  who would have been entitled to
vote upon the action if such meeting were held shall  consent in writing to such
corporate action being taken.

         Section 9. Telephonic Meeting.  Any meeting held under this Article III
may be held by  telephone,  in  accordance  with the  provisions  of the  Nevada
Private Corporations Act.

         Section 10. List of Stockholders  Entitled to Vote. The Officer who has
charge of the stock ledger of the  Corporation  shall prepare and make, at least
ten (10) days before every aIU1ual meeting. a complete list of the Stockl1o1ders
entitled to vote at such meeting,  arranged in alphabetical  order,  and showing
the address of each Stockholder and the number of shares  registered in the name
of  each  Stockholder.  Such  list  shall  be  open  to the  examination  of any
Stockholder  during ordinary  business hours,  for a period of at least ten (10)
days prior to election, either at a place within the city, town or village where
the election is to be held,  which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where said meeting is to be held.
The list shall be produced and kept at the time and place of election during the
whole time thereof and be subject to the inspection of any  Stockholder  who may
be present.

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                                   ARTICLE IV

                               Board of Directors


         Section 1. General Powers.  The business and affairs of the Corporation
shall be managed by the Board of  Directors,  except as  otherwise  provided  by
statute, the Articles of Incorporation fo the Corporation, or these Bylaws.

         Section 2.  Number and  Qualifications.  The Board of  Directors  shall
consist of at least three (3) members,  and not more than nine (9)  members,  as
shall be  designated  by the Board of  Directors  from time to time,  and in the
absence of such  designation,  the Board of Directors shall consist of three (3)
members.  Directors need not be residents of the State of Nevada or Stockholders
of the  Corporation.  Directors  shall be natural persons of the age of eighteen
(18) years or older .

         Section 3. Election and Term of Office. Members of the initial Board of
Directors of the Corporation shall hold office until the first annual meeting of
Stockholders.  At the first annual meeting of  Stockholders,  and at each annual
meeting thereafter,  the Stockholders shall elect Directors to hold office until
the next succeeding  annual  meeting.  Each Director shall hold office until his
successor is duly elected and qualified,  unless sooner  displaced.  Election of
Directors need not be by ballot.

         Section  4.  Compensation.  The  Board  of  Directors  may  provide  by
resolution that the  Corporation  shall allow a fixed sum and  reimbursement  of
expenses  for  attendance  at meetings of the Board of  Directors  and for other
services rendered on behalf of the Corporation.  Any Director of the Corporation
may also serve the Corporation in any other capacity,  and receive  compensation
therefore in any form,  as the same may be determined by the Board in accordance
with these Bylaws.

         Section  5.  Removals  and  Resignations.  Except as may  otherwise  be
provided by statute, the Stockholders may, at any special meeting called for the
purpose, by a vote of the holders of the majority of the shares then entitled to
vote at an election of Directs, remove any or all Direco5ts from office, with or
without cause.

A Director may resign at any time by giving  written  notice to either the Board
of Directors,  the  President,  the Chairman of the Board of  Directors,  or the
Secretary of the Corporation. The resignation shall take effect immediately upon
the receipt of the notice, or at any later period of time specified therein. The
acceptance  of sch  resignation  shall not be  necessary  to make if  effective,
unless the resignation requires acceptance for it to be effective.

         Section  6.  Vacancies.  Any  vacancy  occurring  in  the  office  of a
Director,  whether by reason of an  increase in the number of  directorships  or
otherwise,  may be filled by a majority of the Directors then in office,  though
less than a quorum. A Director elected to fill



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a vacancy shall be elected for the unexpired term of his  predecessor in office,
unless sooner displaced.

         When one or more Directors resign from the Board, effective at a future
date, a majority of the Directors  then in office,  including  those who have so
resigned,  shall have power to fill such vacancy or vacancies,  the vote thereon
to take effect when such  resignation or  resignations  shall become  effective.
Each  Director so chosen shall hold office as herein  provided in the filling of
other vacancies.

         Section 7. Executive Committee.  By resolution adopted by a majority of
the  Board  of  Directors,  the  Board  may  designate  one or more  committees,
including an Executive Committee,  each consisting of one (1) or more Directors.
The Board of  Directors  may  designate  one (1) or more  Directors as alternate
members of any such committee, who may replace any absent or disqualified member
at any meeting of such committee.  Any such committee, to the extent provided in
the  resolution  and except as may otherwise be provided by statute,  shall have
and may exercise the powers of the Board of Directors in the  management  of the
business  and  affairs  of the  Corporation  and may  authorize  the seal of the
Corporation  to be  affixed  to all  papers  which may  require  the  same.  The
designation of such committee and the delegation  thereto of authority shall not
operate  to  relieve  the Board of  Directors,  or any  member  thereof,  of any
responsibility  imposed  upon it or him by law.  If there  be more  than two (2)
members on such  committee,  a majority of any such  committee may determine its
action and may fix the time and place of its meetings, unless provided otherwise
by the Board.  If there be only two (2)  members,  unanimity  of action shall be
required.  Committee  action  may be by way of a written  consent  signed by all
committee members.  The Board shall have the power at any time to fill vacancies
on  committees,  to discharge or abolish any such  committee,  and to change the
size of any such committee.

         Except  as  otherwise  prescribed  by  the  Board  of  Directors,  each
committee  may adopt  such  rules and  regulations  governing  its  proceedings,
quorum, and manner of acting as it shall deem proper and desirable.

         Each  such  committee  shall  keep a  written  record  of its  acts and
proceedings  and shall submit such record to the Board of Directors.  Failure to
submit  such  record,  or failure of the Board to approve  any action  indicated
therein  will not,  however,  invalidate  such  action to the extern it has been
carried out by the Corporation  prior to the time the record of such action was,
or should have been, submitted to the Board of Directors as herein provided.



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                                   ARTICLE V

                         Meetings of Board of Directors

         Section I. Annual Meetings. The Board of Directors shall meet each year
immediately  after the annual  meeting of the  Stockholders  for the  purpose of
organization, election of Officers, and consideration of any other business that
may properly be brought before the meeting.  No notice of any kind to either old
or new  members  of the Board of  Directors  for such  annual  meeting  shall be
necessary .

         Section 2. Regular  Meetings.  The Board of Directors from time to time
may provide by resolution  for the holding of regular  meetings and fix the time
and place of such meetings.  Regular  meetings may be held within or without the
State of Nevada.  The Board need not give  notice of regular  meetings  provided
that the Board promptly sends notice, of any change in the time or place of such
meetings  to each  Director  not present at the meeting at which such change was
made.

         Section 3. Special Meetings. The Board may hold special meetings of the
Board of Directors at any place,  either  within or without the State of Nevada,
at any  time  when  called  by the  President,  the  Chairman  of the  Board  of
Directors, or two or more Directors.  Notice of the time and place thereof shall
be given to and  received  by each  Director  at least three (3) days before the
meeting.  A waiver of such  notice in  writing,  signed by the person or persons
entitled to said notice,  either before or after the time stated therein,  shall
be deemed equivalent to such notice.  Notice of any adjourned special meeting of
the Board of Directors need not given.

         Section 4. Quorum. The presence,  at any meeting,  of a majority of the
total number of Directors  shall be necessary  and  sufficient  to  constitute a
quorum for the transaction of business. Except as otherwise required by statute,
the act of a majority of the Directors present at a meeting at which a quorum is
present  shall be the act of the Board of  Directors;  however,  if only two (2)
Directors are present,  unanimity of action shall be required. In the absence of
a quorum,  a  majority  of the  Directors  present  at the time and place of any
meeting may adjourn such meeting from time to time until a quorum is present.

         Section 5. Consent of Directors in Lieu of Meeting:.  Unless  otherwise
restricted by statute, the Board may take any action required or permitted to be
taken at any meeting of the Board of Directors  without a meeting,  if a written
consent thereto is signed by all members of the Board,  and such written consent
is filed with the minutes of proceedings of the Board.

         Section 6.  Telephonic  Meeting.  Any meeting held under this Article V
may be held by  telephone,  in  accordance  with the  provisions  of the  Nevada
Private Corporations Act.



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         Section 7. Attendance Constitutes Waiver. Attendance of a Director at a
meeting  constitutes  a waiver of any notice to which the Director mav otherwise
have been  entitled,  except where a Director  attends a meeting for the express
purpose of objecting the transaction of any business  because the meeting is not
lawfully called or convened.

                                   ARTICLE VI

                                    Officers

         Section I. Number.  The Corporation shall have a Chaim1an of the Board,
a Chairman, a President,  one or more Vice Presidents as the Board may from time
to time elect, a Secretary and a Treasurer,  and such otl1er Officers and Agents
as may be deemed  necessary.  One  person  may hold any two  offices  except the
offices of President and Secretary.

         Section 2. Election Term of Office and Qualifications.  The Board shall
choose the Officers  specifically  designated in Section 1 of this Article VI at
the annual meeting of the Board of Directors and such Officers shall hold office
until  their  successors  are chosen and  qualified,  unless  sooner  displaced.
Officers need not be Directors of the Corporation.

         Section 3. Subordinate Officers.  The Board of Directors,  from time to
time,  may appoint other  Officers and Agents,  including one or more  Assistant
Secretaries and one or more Assistant Treasurers, each of whom shall hold office
for such  period,  and each of whom shall have such  authority  and perform such
duties as are provided in these Bylaws or as the Board of Directors from time to
time may  determine.  The Board of Directors  may delegate to any Officer or the
Chairman of the Board of  Directors  the power to appoint  any such  subordinate
Officers and Agents and to prescribe their respective authorities and duties.

         Section 4. Removals and  Resignations.  The Board of Directors  may, by
vote of a majority  of their  entire  number,  remove from office any Officer or
Agent of the Corporation, appointed by the Board of Directors.

         Any  Officer  may  resign at any time by giving  written  notice to the
Board of  Directors.  The  resignation  shall take effect  immediately  upon the
receipt  of the  notice,  or any later  period of time  specified  therein.  The
acceptance  of such  resignation  shall not be necessary  to make it  effective,
unless the resignation requires acceptance for it to be effective.

         Section 5. Vacancies. Whenever any vacancy shall occur in any office by
death, resignation,  removal, or otherwise, it shall be filled for the unexpired
portion of the term in the manner  prescribed  by these  Bylaws for the  regular
election or appointment to such office, at any meeting of Directors.


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     Section 6. The  Chairman of the Board.  The  Chairman of the Board shall be
the Chief Executive Officer of the Corporation and, subject to the direction and
under the  supervision  of the Board of Directors,  shall have general charge of
all of the  affairs  of the  Corporation.  The  Chairman  shall  preside  at all
meetings  of the  Stockholders  and of the  Board  of  Directors  at which he is
present.

         Section 7. The President.  The President  shall be the chief  operating
officer  of  the  Corporation  and,  subject  to the  direction  and  under  the
supervision  of the  Board  of  Directors,  shall  have  general  charge  of the
day-to-day  operations  and of the property of the  Corporation,  and shall have
control over its Officers,  Agents and Employees. The President shall preside at
all  meetings of the  Stockholders  and of the Board of  Directors  at which the
Chairman is not present.  The  President  shall do and perfom1 such other duties
and may  exercise  such other  powers as these  Bylaws or the Board of Directors
from time to time may assign to him.

         Section 8. The Vice  President.  At the request of the  President or in
the event of his absence or  disability,  the Vice  President,  or in case there
shall be more than one Vice  President,-  the Vice  President  designated by the
President, or in the absence of such designation,  the Vice President designated
by the Board of Directors,  shall perform all the duties of the  President,  and
when so  acting,  shall  have  all the  powers  of,  and be  subject  to all the
restrictions  upon, the President.  Any Vice President  shall perform such other
duties and may exercise  such her powers as from time to time these Bylaws or by
the Board of Directors or the President be assign to him.

         Section 9. The Secretary. The Secretary shall:

                  a.       record all the  proceedings  of the  meetings  of the
                           Corporation  and  Directors  in a book to be kept for
                           that purpose;

                  b.       have charge of the stock ledger (which may,  however,
                           be  kept  by any  transfer  agent  or  agents  of the
                           Corporation under the direction of the Secretary), an
                           original or  duplicate  of which shall be kept at the
                           principal   office  or  place  of   business  of  the
                           Corporation;

                  c.       see that all notices are duly and properly given;

                  d.       be  custodian of the records of the  Corporation  and
                           the  Board of  Directors,  and the and of the seal of
                           the Corporation,  and see that the seal is affixed to
                           all stock certificates prior to their issuance and to
                           all   documents   for  which  the   Corporation   has
                           authorized execution on its behalf under its seal;

                  e.       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;



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                  f.       in  general,  perform  all duties and have all powers
                           incident to the office of Secretary, and perform such
                           other  duties  and have  such  other  powers as these
                           Bylaws,  the Board of Directors,  the Chairman of the
                           Board of  Directors,  or the  President  from time to
                           time may assign to him; and

                  g.       prepare and make, at least ten (10) days before every
                           election  of  Directors,   a  complete  list  of  the
                           Stockholders  entitled  to  vote  at  said  election,
                           arranged in alphabetical order.

Section 10. The Treasurer. The Treasurer shall:


                  a.       have supervision over the funds, securities, receipts
                           and disbursements of the Corporation;

                  b.       cause all  moneys and other  valuable  effects of the
                           Corporation  to be  deposited  in its name and to its
                           credit,   in  such   depositories  as  the  Board  of
                           Directors or, pursuant to authority  conferred by the
                           Board of Directors, its designee shall select;

                  c.       cause the funds of the Corporation to be disbursed by
                           checks or drafts upon the authorized  depositaries of
                           the Corporation,  when such disbursements  shall have
                           been duly authorized;

                  d.       cause proper vouchers for all moneys  disbursed to be
                           taken and preserved;

                  e.       cause  correct  books of accounts of all its business
                           and  transactions to be kept at the principal  office
                           of the Corporation;

                  f.       render an account of the  financial  condition of the
                           Corporation  and of his  transactions as Treasurer to
                           the   President,   the   Chairman  of  the  Board  of
                           Directors,  or  the  Board  of  Directors,   whenever
                           requested;

                  g.       be  empowered  to require from the Officers or Agents
                           of the Corporation  reports or statements gi\1ng such
                           infom1ation  as he may desire with respect to any and
                           all financial transactions of the Corporation; and

                  h.       in  general.  perform  all duties and have all powers
                           incident to the office of Treasurer  and perform such
                           other  duties and have such other powers as from time
                           to time may be assigned to him by these  Bylaws or by
                           the Chairman of the Board of. Directors, the Board of
                           Directors or the President.



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<PAGE>




         Section II.  Salaries.  The Board of Directors  shall from time to time
fix the salaries of the Officers of the Corporation.  The Board of Directors may
delegate to any person the power to fix the  salaries or other  compensation  of
any Officers or Agents appointed, in accordance with the provisions of Section 3
of this Article VI. No Officer shall be prevented  from receiving such salary by
reason  of the  fact  that he is also a  Director  of the  Corporation.  Nothing
contained in this Bylaw shall be construed so as to obligate the  Corporation to
pay any Officer a salary,  which is within the sole  discretion  of the Board of
Directors.

         Section 12. Surety Bond.  The Board of Directors may in its  discretion
secure the fidelity of any or all of the Officers of the  Corporation by bond or
otherwise.

                                  ARTICLE VII

                            Execution of Instruments

         Section I. Checks,  Drafts,  Etc. The  President or the Chaim1an of the
Board of Directors and the Secretary or Treasurer shall sign all checks, drafts,
notes,  bonds,  bills of exchange,  and orders for the pa)'1nent of money of the
Corporation,   and  all  assignments  or  endorsements  of  stock  certificates,
registered  bonds,  or  other  securities,  owned  by  the  Corporation,  unless
otherwise  directed by the Board of Directors,  or unless otherwise  required by
law.  The Board of  Directors  or the  Chaim1an of the Board of  Directors  may,
however,  authorize any Officer or the Chairman of the Board to sign any of such
instruments  for  and  on  behalf  of  the  Corporation   without  necessity  of
countersignature,  and may designate  Officers,  or Employees of the Corporation
other than those named above who may, in the name of the Corporation,  sign such
instruments.

         Section 2.  Execution of Instruments  Generally.  Subject always to the
specific  direction of the Board of Directors,  the President or the Chaim1an of
the Board of Directors  shall execute all deeds and  instruments of indebtedness
made by the Corporation and all other written  contracts and agreements to which
the Corporation  shall be a party, in its name,  attested by the Secretary.  The
Secretary, when necessary required, shall affix the corporate seal thereto.

         Section 3. Proxies.  The  President,  the Chairman of the Board and the
Secretary or an Assistant Secretary of the Corporation or by any other person or
persons  duly  authorized  by the Board of  Directors  may  execute  and deliver
proxies to vote with respect to shares of stock of other  corporations  owned by
or  standing in the name of the  Corporation  from time to time on behalf of the
Corporation.




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                                  ARTICLE VIII

                                 Capital Stock

         Section  I.  Certificates  of  Stock.  Every  holder  of  stock  in the
Corporation  shall be entitled to have a certificate,  signed in the name of the
Corporation  by either the Chairman of the Board of  Directors or the  President
and by the Secretary of the  Corporation,  certifying the number of shares owned
by that person in the Corporation.

         Certificates  of stock shall be in such form as shall, in conformity to
law, be prescribed from time to time by the Board of Directors.

         Section 2. Transfer of Stock.  Shares of stock of the Corporation shall
only be  transferred  on the books of the  Corporation  by the  holder of record
thereof or by his attorney  duly  authorized in writing,  upon  surrender to the
Corporation  of the  certificates  for such shares  endorsed by the  appropriate
person or persons,  with such evidence of the authenticity of such  endorsement,
transfer,  authorization  and other matters as the  Corporation  may  reasonably
require.  Surrendered  certificates  shall be cancelled and shall be attached to
their proper stubs in the stock certificate book.

         Section 3. Rights of  Corporation  with Respect to  Registered  Owners.
Prior to the  surrender to the  Corporation  of the  certificates  for shares of
stock with a request to record the transfer of such shares,  the Corporation may
treat the registered owner as the person entitled to receive dividends, to vote,
to receive notifications, and otherwise to exercise all the rights and powers of
an owner.

         Section 4. Closing  Stock  Transfer  Book.  The Board of Directors  may
close the Stock  Transfer  Book of the  Corporation  for a period not  exceeding
fifty (50) days preceding the date of any meeting of Stockholders,  the date for
payment of any dividend, the date for the allotment of rights, the date when any
change,  conversion or exchange of capital stock shall go into effect,  or for a
period of not exceeding fifty (50) days in connection with obtaining the consent
of Stockholders for any purpose.  However, in lieu of closing the Stock Transfer
Book, the Board of Directors may in advance fix a date, not exceeding fifty (50)
days preceding the date of any meeting of Stockholders, the date for the payment
of any dividend,  the date for the allotment of rights, the date when any change
or conversion  or exchange of capital  stock shall go into effect,  or a date in
connection with obtaining such consent,  as a record date for the  detem1ination
of the Stockholders  entitled to notice of, and to vote at, any such meeting and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to any such  allotment  of rights,  or to exercise  the rights in respect of any
such mange, conversion or exchange of capital stock, or to give such consent. In
such case  such  Stockholders  of  record  on the date so  fixed,  and only such
Stockholders  shall be entitled to such notice of, and to vote at, such  meeting
and any  adjournment  thereof,  or to receive  payment of such  dividend,  or to
receive such allotment of rights, or to exercise such rights, or




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<PAGE>




to give such consent,  as the case may be,  notwithstanding  any transfer of any
stock on the  books of the  Corporation  after  any such  record  date  fixed as
aforesaid.

         Section 5. Lost, Destroyed and Stolen Certificates. The Corporation may
issue a new  certificate  of  shares  of stock in the  place of any  certificate
theretofore issued and alleged to have been lost, destroyed or stolen.  However,
the Board of Directors  may require the owner of such lost,  destroyed or stolen
certificate  or his legal  representative,  to:  (a)  request a new  certificate
before the  Corporation  has notice that the shares have been acquired by a bona
fide purchaser;  (b) furnish an affidavit as to such loss, theft or destruction;
(c) file with the  Corporation a sufficient  indemnity bond; or (d) satisfy such
other reasonable requirements,  including evidence of such loss, destruction, or
theft as may be imposed by the Corporation.

                                   ARTICLE IX

                                   Dividends

         Section I. Sources of  Dividends.  The  Directors  of the  Corporation,
subject to the Nevada Revised  Statutes,  may declare and pay dividends upon the
shares of the capital stock of the Corporation.

         Section 2. Reserves.  Before the payment of any dividend, the Directors
of the  Corporation  may set apart  out of any of the  funds of the  Corporation
available  for dividends a reserve or reserves for any proper  purpose,  and the
Directors may abolish any such reserve in the manner in which it was created.

         Section 3. Reliance on Corporate Records. A Director in relying in good
faith upon the books of account of the Corporation or statements prepared by any
of its officials as to the value and amount of the assets, liabilities,  and net
profits of the  Corporation,  or any other facts  pertinent to the existence and
amount of surplus or other funds from which dividends might properly be declared
and paid shall be fully protected.

         Section  4.  Manner  of  Payment.  Dividends  may be paid in  cash,  in
property, or in shares of the capital stock of the Corporation.

                                   ARTICLE X

                              Seal and Fiscal Year

         Section I. Seal. The corporate seal, subject to alteration by the Board
of  Directors,  shall be in the  form of a  circle,  shall  bear the name of the
Corporation, and shall indicate its



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formu1ation under the laws of the State of Nevada and the year of incorporation.
Such seal may be used by causing  it or a  facsimile  thereof  to be  impressed,
affixed, or otherwise re-produced.

         Section 2.  Fiscal  Year.  The Board of  Directors  shall,  in its sole
discretion, designate a fiscal year for the Corporation.

                                   ARTICLE XI

                                   Amendments

         Except as may  otherwise  be provided  herein,  a majority  vote of the
whole Board of  Directors  at any meeting of the Board,  is required to amend or
repeal any provision of these Bylaws.

                                  ARTICLE XII

                   Indemnification of Officers and Directors

         Section I. Exculpation. No Director or Officer of the Corporation shall
be liable for the acts, defaults, or omissions of any other Director or Officer,
or for any loss sustained by the Corporation,  unless the same has resulted from
his own willful misconduct, willful neglect, or negligence.

         Section  2.   Indemnification.   Each   Director  and  Officer  of  the
Corporation  and each person who shall serve at the  Corporation's  request as a
director or officer of another  corporation in which the Corporation owns shares
of  capital  stock or of  which it is a  creditor  shall be  indemnified  by the
Corporation  against all reasonable costs,  expenses and liabilities  (including
reasonable attorneys' fees) actually and necessarily incurred by or imposed upon
him in connection with, or resulting from any claim, action,  suit,  proceeding,
investigation,  or inquiry of  whatever  nature in which he may be involved as a
party or  otherwise  by reason of his being or having been a Director or Officer
of the  Corporation  or such  director  or officer  of such  other  corporation,
whether or not he continues to be a Director or Officer of the  Corporation or a
director or officer of such other  corporation,  at the time of the incurring or
imposition of such costs, expenses or liabilities, except in relation to matters
as to which he shall be  finally  adjudged  in such  action,  suit,  proceeding,
investigation,  or inquiry to be liable for willful misconduct, willful neglect,
or gross  negligence  toward or on behalf of the Corporation in the perforn1ance
of his duties as such Director or Officer of the Corporation or as such director
or officer of such other corporation. As to whether or not a Director or Officer
was liable by reason of willful misconduct, willful neglect, or gross negligence
toward or on behalf of the  Corporation in the perfom1ance of his duties as such
Director or Officer of the  Corporation  or as such  director or officer of such
other corporation, in the absence of




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such  final  adjudication  of the  existence  of such  liability,  the  Board of
Directors and each Director and Officer may conclusively rely upon an opinion of
independent  legal counsel selected by or in the manner  designated by the Board
of Directors. The foregoing right to indemnification shall be in addition to and
not in  limitation  of all other  rights  which such person may be entitled as a
matter of law, and shall inure to his legal representatives' benefit.

         Section 3.  Liability  Insurance.  The  Corporation  may  purchase  and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the  Corporation or who is or was serving at the request of
the  Corporation  as  a  director,   officer,  employee,  or  agent  of  another
corporation, partnership, joint venture, trust, association, or other enterprise
against  any  liability  asserted  against  him and  incurred by him in any such
capacity or arising out of his status as such,  whether or not he is indemnified
against such liability by this Article XII.
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