EXHIBIT 3.1

ARTICLE 1. Offices

Section 1. Principal Executive Office.  The Board of  Directors is authorized
to establish the principal  executive office of the corporation, which may (but
need  not) be at the same location as the registered office or at  any other
location designated by the Board of Directors.   The principal executive office
need not be in the state of  Nevada.

Section 2. Other Offices.  Other offices may at any  time be established by the
Board of Directors at such place  or places as may be determined by the Board
of Directors  from time to time.

ARTICLE 2. Meetings of Shareholders

Section 1. Place of Meetings.  Meetings of  shareholders shall be held either
at the principal  executive office of the corporation or at such other place 
within or without the State of Nevada as may be designated  by the Board of
Directors.  However, if no place is stated  or so fixed, shareholder meetings
shall be held at the  principal executive office of the corporation.

Section 2. Annual Meetings.  An annual meeting of  the shareholders shall be
held for the election of  directors at such date and time as is determined by
the Board of Directors.

Notice of each annual meeting of shareholders, signed  by the Chairman of the
Board, the Chief Executive Officer,  the President, a Vice President, the
Secretary, an  Assistant Secretary, or such other natural person or  persons as
the Directors shall designate, shall be given in  writing to each shareholder
entitled to vote, either  personally or by mail or other means of written or 
electronic communication permitted by applicable laws,  charges prepaid,
addressed to such shareholder at his or  her address appearing on the books of
the corporation or  given by the shareholder to the corporation for the purpose
of notice. All such notices shall be sent to each  shareholder entitled
thereto not less than ten (10) nor  more than sixty (60) days before each
annual meeting, and  shall specify the purpose or purposes for which the
meeting  is called and the place, the date and the time of such  meeting.  The
signature on such notice may be a facsimile  or conformed signature and need
not be an original  signature.  If mailed, notice shall be addressed to the 
shareholder at his or her address as it appears upon the  records of the
corporation.  Upon  mailing, the service of  notice is complete and the time of
the notice begins to run  from the date upon which it is deposited in the mail.
Personal delivery of any notice to any officer of a  corporation or
association, or to any partner of a  partnership, constitutes delivery of the
notice to the  corporation, association or partnership.  Any shareholder  may
waive notice of any meeting by a writing signed by such  shareholder or by a
duly authorized attorney-in-fact of  such shareholder, either before or after
the meeting.

Section 3. Special Meetings.  Special meetings of  the shareholders, for any
purpose or purposes whatsoever,  may be called at any time by the Chairman of
the Board, the  Chief Executive Officer, the President, a Vice President,  the
Secretary or by a majority of the Board of Directors.   Except in special cases
where other express provision is  made by statute, notice of such special
meetings shall be  given in the same manner as for annual meetings of 
shareholders.  Notices of any special meeting shall specify  the place, date
and time of such meeting, and the purpose  or purposes for which the meeting is
called.

Section 4. Adjourned Meetings and Notice Thereof.   Any shareholders meeting,
annual or special, whether or not  a quorum is present, may be adjourned from
time to time by  the vote of the holders of a majority of the shares present 
in person or represented by proxy thereat, but in the  absence of a quorum no
other business may be transacted at  any such meeting. 

When any shareholders meeting, either annual or  special, is adjourned for
thirty (30) days or more, notice  of the adjourned meeting shall be given as in
the case of  an original meeting.  Save as aforesaid, it shall not be 
necessary to give any notice of an adjournment or of the  business to be
transacted at an adjourned meeting, other  than by announcement at the meeting
at which such  adjournment is taken of the date, time and place of the 
reconvened meeting.

Section 5. Entry of Notice.  Whenever any  shareholder entitled to vote has
been absent from any  meeting of shareholders, whether annual or special, 
provided that proper notice has been given, an entry in the  minutes to the
effect that notice has been duly given shall  be conclusive and
incontrovertible evidence that due notice  of such meeting was given to such
shareholders, as required  by law and the By-Laws of the corporation.

Section 6. Voting.  At all meetings of shareholders,  every shareholder
entitled to vote shall have the right to  vote in person or by proxy the number
of shares standing in  his or her own name on the stock records of the 
corporation.  There shall be no cumulative voting.  Such  vote may be by voice
or by ballot, at the election of the  chair of the meeting.

Section 7. Quorum.  The presence in person or by  proxy of the holders of a
majority of the shares entitled  to vote at any meeting shall constitute a
quorum for the  transaction of business.

Section 8. Proxies.  Every person entitled to vote  shall have the right to do
so either in person or by an  agent or agents authorized by a written proxy
executed by  such person or his or her duly authorized agent and filed  with
the Secretary of the corporation; provided that no  such proxy shall be valid
after the expiration of six (6)  months from the date of its execution, unless
(i) the  shareholder executing it specifies therein the length of  time for
which such proxy is to continue in force, which in  no case shall exceed seven
(7) years from the date of its  execution, or (ii) the proxy is coupled with an
interest.

Section 9. Action Without a Meeting.  Except as  provided in Article VI,
Section 1 hereof, the shareholders  of the corporation may not take action by
written consent  without a meeting;  rather, any such shareholder actions  must
be taken at a duly called annual or special  shareholders meeting.

Section 10. Advance Notice of Shareholder Business.   To be properly brought
before the meeting, business must be  of a nature that is appropriate for
consideration at a  shareholders meeting and must be (i) specified in the 
notice of meeting (or any supplement thereto) given by or  at the direction of
the Board of Directors, (ii) otherwise  properly brought before the meeting by
or at the direction  of the Board of Directors, or (iii) otherwise properly 
brought before the meeting by a shareholder.

In addition to any other applicable requirements, for  business to be properly
brought before the annual meeting  by a shareholder, the shareholder must have
given timely  notice thereof in writing to the Secretary of the  corporation. 
To be timely, each such notice must be given  either by personal delivery or by
United States mail,  postage prepaid, to the Secretary of the corporation and 
received by the Secretary not later than sixty (60) days  prior to the first
anniversary of the date on which notice  of the prior year's annual meeting was
mailed to  shareholders.  The notice provided to the Secretary shall  set
forth: (i) a brief description of the business desired  to be brought before
the meeting and the reasons for  conducting such business at the meeting;  (ii)
information  concerning the shareholder, including the shareholder's  name and
address;  (iii) a lawful representation that the  shareholder is entitled to
vote at such meeting and intends  to appear in person or by proxy at the
meeting to present  the matter specified in the notice;  (iv) any material 
interest of the shareholder in such business;  and (v) such  other information
with respect to such matter as would be  required to be included in a proxy
statement soliciting  proxies for the presentation of such matter to the
meeting.

Notwithstanding anything in these Bylaws to the  contrary, no business shall be
transacted at a shareholders  meeting except in accordance with the procedures
set forth  in this section; provided, however, that nothing in this  section
shall be deemed to preclude discussion by any  shareholder of any business
properly brought before a  meeting in accordance with these Bylaws.  The person
presiding over the shareholders meeting shall, if the facts  warrant, determine
and declare at the meeting that business  was not properly brought before the
meeting in accordance  with the provisions of this Section, and, if he or she 
should so determine, he or she shall so declare at the  meeting that any such
business not properly brought before  the meeting shall not be transacted.

Section 11. Advance Notice of Shareholder Nominees.   Nominations of persons
for election to the Board of  Directors of the corporation may be made at a
meeting of  shareholders by or at the direction of the Board of  Directors or
by any shareholder of the corporation entitled  to vote in the election of
directors at the meeting who  complies with the notice procedures set forth in
this  Section.  Such nominations, other than those made by or at  the direction
of the Board of Directors, shall be made  pursuant to timely notice in writing
to the Secretary of  the corporation. 

To be timely, a shareholder's notice shall be  delivered to or mailed and
received at the principal  executive offices of the corporation not later than
sixty  (60) days prior to the first anniversary of the date on  which notice of
the prior year's annual meeting was mailed  to shareholders.  Such
shareholder's notice shall set forth  (a) as to each person, if any, whom the
shareholder  proposes to nominate for election or re-election as a  director: 
(i) the name, age, business address and  residence address of such person, (ii)
the principal  occupation or employment of such person, (iii) the class  and
number of shares of the corporation that are  beneficially owned by such
person, (iv) any other  information relating to such person that would be
required  by law to be disclosed in solicitations of proxies for  election of
directors, and (v) such person's written  consent to being named as a nominee
and to serving as a  director if elected; and (b) as to the shareholder giving 
the notice:  (i) the name and address, as they appear on  the corporation's
books, of such shareholder, and (ii) the  class and number of shares of the
corporation that are  beneficially owned by such shareholder, and (iii) a 
description of all arrangements or understandings between  such shareholder,
each nominee and any other person or  persons (naming such person or persons)
relating to the  shareholder's nomination.  At the request of the Board of 
Directors, any person nominated by the Board for election  as a director shall
furnish to the Secretary of the  corporation that information required to be
set forth in  the shareholder's notice of nomination that pertains to the 
nominee.  

No person shall be eligible for election as a director of the corporation
unless nominated in accordance  with the procedures set forth in this Section. 
The person  presiding at the shareholder meeting shall, if the facts  warrant,
determine and declare at the meeting that a  nomination was not made in
accordance with the procedures  prescribed by these Bylaws, and if he or she
should so  determine, he or she shall so declare at the meeting and  the
defective nomination shall be disregarded. 

Section 12.  Shareholder Participation by Telephone.   Shareholders shall not
be permitted to participate in  shareholder meetings by telephone or other
electronic  means.  Votes may only be cast in person at the meeting by  the
shareholder or by a duly appointed proxy of the  shareholder who appears in
person at the meeting.

ARTICLE 3. Directors

Section 1. Powers.  Subject to limitations of the  Articles of Incorporation,
the By-Laws and the provisions  of the Nevada General Corporation Law as to
action to be  authorized or approved by the shareholders, and subject to  the
duties of Directors as prescribed by the By-Laws, all  corporate powers shall
be exercised by or under the  authority of, and the business and affairs of the
corporation shall be managed by, the Board of Directors.

Section 2. Committees.
(a) Executive Committee.  The Board of  Directors shall have the power to and
shall appoint and  maintain an Executive Committee.  Such committee shall 
consist of one or more members of the Board of Directors,  including either the
Chairman of the Board or, if he or she  is a member of the Board of Directors,
the President.  Such  committee shall have and may exercise all the powers and 
authority of the Board of Directors, except as the Board  may specifically
reserve by resolution, and may authorize  the seal of the corporation to be
affixed to all papers  that may require it.
(b) Compensation, Audit and Finance  Committees.  The Board of Directors shall
have the power to  and shall appoint and maintain Compensation, Audit, and 
Finance Committees of the Board.  Each such committee shall  consist of one or
more members of the Board of Directors,  none of whom shall be officers of the
corporation.  The  committees shall have only such authority as the Board may 
specifically delegate by resolution.
(c) Other Committees.  The Board of  Directors, by resolution or resolutions
adopted by a  majority of the members of the whole Board, shall have the  power
to and may also appoint and maintain such other  committees as it may deem
appropriate.  Each such committee  shall consist of one or more members of the
Board of  Directors and shall have only such authority as the Board  may
specifically delegate by resolution.
(d) Powers Withheld.  No committee  shall have the power or authority in
reference to amending  the Articles of Incorporation, adopting an agreement of 
merger or consolidation, recommending to the shareholders a  dissolution of the
corporation or a revocation of a  dissolution, or amending the By-Laws of the
corporation;  and, unless the resolution, By-Laws or Articles of  Incorporation
expressly so provide, no committee shall have  the power or authority to
declare a dividend or to  authorize the issuance of stock.
(e) Committee Operation and Structure.   A majority of each committee may
determine its action and  may fix the time and place of its meetings, unless
provided  otherwise by the Board of Directors.  Subject to paragraphs  (a) and
(b) above, the Board of Directors shall have the  power at any time to fill
vacancies in, and to change the  size or membership of any such committee.  No
member of the  committee shall continue to be a member of it after he or  she
ceases to be a Director of the corporation.
(f) Written Record.  Each committee  shall keep a written record of its acts
and proceedings and  shall submit such record to the Board of Directors at such
times as requested by the Board of Directors.  Failure to  submit such record,
or failure of the Board of Directors to  approve any action indicated therein,
will not, however,  invalidate such action to the extent 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.

Section 3. Number and Qualification of Directors.   The authorized number of
Directors of the corporation shall  initially be nine.  The number of Directors
may be  increased or decreased by a resolution of the Board of  Directors duly
adopted by 75% of all Directors.  The number  of Directors shall not be less
than one.

Section 4. Election and Term of Office.  The Board of Directors may, by
resolution, establish a staggered or  classified Board of Directors, which
resolution shall set  forth the initial terms and the standard terms of office 
for each class of directors.  At least one-fourth of the  Directors shall be
elected at each annual meeting of  shareholders, but if any such annual meeting
is not held,  or the Directors are not elected at such meeting, the  Directors
may be elected at any special meeting of  shareholders.  All Directors shall
hold office until their  respective successors are elected or until their 
resignation, death or removal. 

Section 5. Vacancies.    Vacancies in the Board of Directors may be filled by a
majority of the remaining  Directors, though less than a quorum, or by a sole 
remaining Director, and each Director so elected shall hold  office until his
or her successor is elected at an annual  or a special meeting of the
shareholder.

A vacancy or vacancies in the Board of Directors  shall be deemed
to exist in case of the death, resignation  or removal of any Director, or if
the authorized number of  Directors is increased, or if the shareholders fail
at any  annual or special meeting of shareholders at which any  Director or
Directors are elected to elect the full  authorized number of Directors to be
voted for at that  meeting, or if the original incorporators shall fail to 
designate the total authorized number of Directors for the  initial Board of
Directors.

The shareholders may elect a Director or Directors at  any time to
fill any vacancy or vacancies not filled by the  Directors.  If the Board of
Directors accepts the  resignation of a Director tendered to take effect at a 
future time, the Board or the shareholders shall have power  to elect a
successor to take office when the resignation is  to become effective.

Section 6. Place of Meeting.   Regular meetings of the Board of Directors shall
be held at any place within or without the State of Nevada that has been
designated from  time to time by resolution of the Board or by written  consent
of all members of the Board.  In the absence of  such designation, regular
meetings shall be held at the  principal executive office of the corporation. 
Special  meetings of the Board may be held either at a place so  designated or
at the principal executive office.

Section 7. Organization Meeting.   Immediately following each annual meeting of
shareholders, the Board of  Directors shall hold a regular meeting for the
purpose of  organization, election of officers, and the transaction of  other
business.  Notice of such meetings is hereby  dispensed with.

Section 8. Special Meetings.  Special meetings of  the Board of Directors for
any purpose or purposes may be  called at any time by the Chairman of the
Board, the Chief  Executive Officer, the President, or, if they are absent or 
unable or refuse to act, by the Secretary or any Vice  President or by any two
Directors.

Notice of the time and place of special meetings  shall be delivered
personally to the Directors or sent to  each Director by mail or other form of
written or  electronic communication, charges prepaid, addressed to him  or her
at his or her address as it is shown upon the  records of the corporation, or
if it is not so shown on  such records or is not readily ascertainable, at the
place  in which the meetings of the Directors are regularly held.   In case
such notice is mailed or sent by telegraph, it  shall be deposited in the
United States mail or delivered  to the telegraph company in the place in which
the  principal executive office of the corporation is located at  least
forty-eight (48) hours prior to the time of the  holding of the meeting.  In
case such notice is delivered  personally, by telephone, by voicemail message,
by  electronic mail or by other electronic means, it shall be  so delivered at
least twenty-four (24) hours prior to the  time of the holding of the meeting. 
Such mailing,  telegraphing, personal delivery or other communication as  above
provided shall constitute due, legal and personal  notice to such Director.

Section 9. Participation in Meetings.  Members of  the Board of Directors, or
of any committee designated by  the Board of Directors, may participate in a
meeting of the  Board of Directors or committee by means of a conference 
telephone network, video conference or a similar  communications method by
which all persons participating in  the meeting can hear each other. 
Participation in a  meeting pursuant to this Section constitutes presence in 
person at such meeting.

Section 10. Notice of Adjournment.  Notice of the  date, time and place of
reconvening an adjourned meeting  need not be given to absent Directors if the
date, time and  place is fixed at the meeting that is being adjourned.

Section 11. Entry of Notice.  Whenever any Director  has been absent from any
special meeting of the Board of  Directors, provided that proper notice has
been given, an  entry in the minutes to the effect that notice has been  duly
given shall be conclusive and incontrovertible  evidence that due notice of
such special meeting was given  to such Director, as required by law and the
By-Laws of the  corporation.

Section 12. Waiver of Notice.  The transactions of  any meeting of the Board of
Directors, however called and  noticed or wherever held, shall be valid as
though had at a  meeting duly held after regular call and notice, if a  quorum
is present and if:  (i) either before or after the  meeting, each of the
Directors not present signs a written  waiver of notice or a consent to holding
such meeting or an  approval of the minutes thereof or (ii) such other actions 
as are sufficient to cure the defective notice under the  Nevada General
Corporation Law are taken.  All such  waivers, consents or approvals shall be
filed with the  corporate records or made a part of the minutes of the  meeting.

Section 13. Action Without a 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 a written consent thereto is signed by  all the
members of the Board or of such committee.  Such  written consent shall be
filed with the minutes of  proceedings of the Board or committee.

Section 14. Quorum.  A majority of the number of  Directors actually in office
shall be necessary to  constitute a quorum for the transaction of business,
except  as to adjournment as hereinafter provided.  Every act or  decision done
or made by a majority of the Directors  present at a meeting duly held at which
a quorum is present  shall be regarded as the act of the Board of Directors, 
unless a greater number is required by law or by the  Articles of Incorporation
or by these By-Laws.

Section 15. Adjournment.  A quorum of the Directors  may adjourn any Directors
meeting to meet again at a stated  date and time; provided, however, that in
the absence of a  quorum, a majority of the Directors present at any  Directors
meeting, either regular or special, may adjourn  from time to time until the
time fixed for the next regular  meeting of the Board.

Section 16. Fees and Compensation.  Directors shall  receive such fees and/or
other compensation, if any, for  their services as Directors as may be
authorized from time  to time by the Board of Directors.  In addition,
Directors  shall receive reasonable out-of-pocket expenses incurred to  attend
meetings of the Board or any committee thereof.   Nothing herein contained
shall be construed to preclude any  Director from serving the corporation in
any other  capacity, such as an officer, agent, employee or  consultant, and
receiving compensation in such capacity.

Section 17. Removal.  Any or all of the directors may  be removed without cause
if such removal is approved by not  less than two-thirds of the issued and
outstanding shares  entitled to vote; provided, however, that (i) if the 
Articles of Incorporation or an amendment thereto provide  for the election of
directors by cumulative voting, no  director shall be removed from office
except upon the vote  or written consent of shareholders owning sufficient
shares  to have prevented his or her election to office in the  first instance,
(ii) the Articles of Incorporation may  require the concurrence of a larger
percentage of the stock  entitled to voting power in order to remove a
director, and  (iii) when by the provisions of the Articles of  Incorporation
the holders of the shares of any class or  series, voting as a class or series,
are entitled to elect  one or more directors, any director so selected may be 
removed only by the applicable vote of the holders of the  shares of that class
or series.

Section 18. Restrictions on Transactions Involving  Interested Directors.  The
corporation shall not enter into  any contract or other transaction with any
corporation,  firm or association of which one of the Directors is an 
employee, officer or agent, which contract or transaction  could involve
payments by the corporation to such  corporation, firm or association
aggregating $100,000 or  more (other than interest or dividend payments),
unless  such contract or transaction has been approved by a  majority of the
disinterested Directors.

ARTICLE 4. Officers

Section 1. Officers.  The officers of the  corporation shall be a Chairman of
the Board of Directors,  a President, a Chief Financial Officer, a Secretary
and a  Treasurer.  The corporation may also have, at the  discretion of the
Board of Directors, a Chief Executive  Officer, one or more Vice Presidents,
one or more Assistant  Secretaries, one or more Assistant Treasurers, and such 
other officers as may be appointed in accordance with the  provisions of
Section 3 of this Article.  Officers other  than the Chairman of the Board need
not be Directors.  One  person may hold two or more offices.

Section 2. Election.  The officers of this  corporation, except such officers
as may be appointed in  accordance with the provisions of Section 3 or Section
5 of  this Article, shall be chosen annually by the Board of  Directors and
each shall hold office until he or she shall  resign or shall be removed or
otherwise disqualified to  serve, or his or her successor shall be elected and 
qualified.

Section 3. Subordinate Officers.  The Board of  Directors may appoint such
other officers as the business  of the corporation may require, each of whom
shall hold  office for such period, have such authority and perform  such
duties as are provided in the By-Laws or as the Board  of Directors may from
time to time determine.

Section 4. Removal and Resignation.  Any officer may  be removed, either with
or without cause, by the Board of  Directors at the time in office, at any
regular or special  meeting of the Board.

Any officers may resign at any time by giving written  notice to the Board of
Directors or to the Chairman of the  Board, the Chief Executive Officer, the
President, or the  Secretary of the corporation.  Any such resignation shall 
take effect at the date of the receipt of such notice or at  any later time
specified therein; and, unless otherwise  specified therein, the acceptance of
such resignation shall  not be necessary to make it effective.

Section 5. Vacancies.  A vacancy in any office  because of death, resignation,
removal, disqualification or  any other cause shall be filled in the manner
prescribed in  the By-Laws for regular appointments to such office.

Section 6. Chairman of the Board.  The Chairman of  the Board shall, subject to
the control of the Board of  Directors, have general supervision, direction and
control  of the business and officers of the corporation.  He or she  shall
preside at all meetings of the shareholders and at  all meetings of the Board
of Directors.  The Chairman of  the Board shall exercise and perform such other
powers and  duties as may be from time to time assigned to him or her  by the
Board of Directors or prescribed by the By-Laws.

Section 7. President.  The President shall have the  general powers and duties
of management usually vested in  the office of president of a corporation, and
shall have  such other powers and duties as may be prescribed by the  Board of
Directors or by the By-Laws.  In the absence of  the Chairman of the Board and
the Chief Executive Officer  (if there be one), the President shall preside at
all  meetings of the shareholders and at all meetings of the  Board of
Directors.  If the President is unable to preside  at such a meeting for any
reason, then the Board of  Directors may appoint any other person that it deems
appropriate to preside over the meeting.

Section 8. Vice Presidents.  In the absence or  disability of the President,
the Vice President or Vice  Presidents, if any, in order of their rank as fixed
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.   The Vice Presidents shall have such other
powers and  perform such other duties as from time to time may be  prescribed
for them by the Board of Directors or the By- Laws.

Section 9. Secretary.  The Secretary shall keep, or  cause to be kept, a book
of minutes at the principal  executive office, or such other place as the Board
of  Directors may order, of all meetings of Directors and  shareholders, with
the date, time and place of holding,  whether regular or special, and if
special, how authorized,  the notice thereof given, the names of those present
at  Directors' meetings, the number of shares present or  represented at
shareholders meetings and the proceedings  thereof. 

The secretary shall keep, or cause to be kept, at the  registered office in
Nevada, a share register, or a  duplicate share register, revised at least once
annually,  showing the names of the shareholders (alphabetically  arranged) and
their addresses and the number and classes of  shares held by each. 
Alternatively, the Secretary may keep  on file at the registered office of the
corporation a  statement setting forth the name and address of the  custodian
of the share register, which may be the transfer  agent.  The corporation may
appoint a transfer agent to  maintain the official share register and stock
transfer  records of the corporation and to process original  issuances of
stock certificates and subsequent transfers  thereof.  Such records shall
include the name and address of each shareholder; the number and class of
shares held by  each; the number and date of certificates issued for the  same;
and the number and date of cancellation of every  certificate surrendered for
cancellation. 

The Secretary shall give, or cause to be given,  notice of all the meetings of
the shareholders and of the  Board of Directors required by the By-Laws or by
law to be  given, and he or she shall keep the seal of the corporation  in safe
custody, and shall have such other powers and  perform such other duties as may
be prescribed by the Board  of Directors or the By-Laws.

Section 10. Chief Financial Officer.  The Chief  Financial Officer shall keep
and maintain, or cause to be  kept and maintained, adequate and correct
accounts of the  properties and business transactions of the corporation, 
including accounts of its assets, liabilities, receipts,  disbursements, gains,
losses and shares.  The books of  account shall at all times be open to
inspection by any  Director.  The Chief Financial Officer shall also render to 
the Chairman of the Board, the Chief Executive Officer, the  President and
Directors, whenever any such person requests  it, an account of the financial
condition of the  corporation and shall have such other powers and perform 
such other duties as may be prescribed by the Board of  Directors or the
By-Laws.

Section 11. Treasurer.  The Treasurer shall deposit  all monies and other
valuables in the name and to the  credit of the corporation with such
depositaries as may be  designated by the Board of Directors.  The Treasurer
shall  disburse the funds of the corporation as may be ordered by  the Board of
Directors, shall render to the Chairman of the  Board, the Chief Executive
Officer, the President and  Directors, whenever any such person requests it, an
account  of all transactions of the Treasurer as such an officer,  and shall
have such other powers and perform such other  duties as may be prescribed by
the Board of Directors or  the By-Laws.  In the event that the Board of
Directors has  not appointed a person as Treasurer, the Chief Financial 
Officer shall be deemed to also serve as Treasurer and  shall be responsible
for performing the duties of the  Treasurer.

ARTICLE 5. Miscellaneous

Section 1. Record Date and Closing Stock Books.  The  Board of Directors may
fix a record date at a time, in the  future, (i) not more than sixty (60) nor
less than ten (10)  days preceding the date of any meeting of shareholders, and
(ii) not more than sixty (60) nor less than ten (10) days  preceding the date
fixed for the payment of any dividend or  distribution or for the allotment of
rights, or when any  change or conversion or exchange of shares shall go into 
effect.  Such record date shall be the date fixed for the  determination of the
shareholders entitled to notice of and  to vote at any such meeting, or
entitled to receive any  such dividend or distribution, or any such allotment
of  rights, or to exercise the rights in respect to any such  change,
conversion or exchange of shares, and in such case  only shareholders of record
on the date so fixed shall be  entitled to notice of and to vote at such
meetings, or to  receive such dividend, distribution or allotment of rights, 
or to exercise such rights, as the case may be,  notwithstanding any transfer
of any shares on the books of  the corporation after any record date fixed as
aforesaid.   The Board of Directors may (but need not) close the books  of the
corporation against transfers of shares during the  whole or any part of any
such period.

Section 2. Inspection of Corporate Records.   Shareholders shall have the right
to inspect such corporate  records at such times and based upon such
limitations of  such rights as may be set forth in the Nevada General 
Corporation Law from time to time.

Section 3. Checks and Other Monetary Obligations.   All checks, drafts or other
orders for payment of money,  notes or other evidences of indebtedness, issued
in the  name of or payable to the corporation, shall be signed or  endorsed by
such person or persons and in such manner as,  from time to time, shall be
determined by resolution of the  Board of Directors.

Section 4. Annual Report.  Except as may be required  by applicable law,  the
corporation need not provide an  annual report to the shareholders.

Section 5. Certificates of Stock.  A certificate or  certificates for shares of
the capital stock of the  corporation shall be issued to each shareholder when
any  such shares are fully paid up.  All such certificates (a)  shall be signed
by (i) the Chairman of the Board, the Chief  Executive Officer, the President
or a Vice President and  (ii) the Secretary or an Assistant Secretary, or (b)
shall  be authenticated by facsimiles (i) of the signature of the  Chairman of
the Board, the Chief Executive Officer, the  President or a Vice President and
(ii) the signature of the  Secretary or an Assistant Secretary.  Every
certificate  authenticated by a facsimile of a signature must be  countersigned
by a transfer agent or transfer clerk and a  registrar. 

Certificates for shares purposes as  the Board of Directors or the By-Laws may
provide;  provided, however, that any such certificate so issued  prior to full
payment shall state the amount remaining  unpaid and the terms of payment
thereof.

Section 6. Representation of Shares of Other  Corporations.  The Chairman of
the Board, the Chief  Executive Officer, the President or any Vice President
and  the Secretary or Assistant Secretary of this corporation  are authorized
to vote, represent and exercise on behalf of  this corporation all rights
incident to any and all shares  of any other corporation or corporations
standing in the  name of this corporation.  The authority herein granted to 
said officers to vote or represent on behalf of this  corporation any and all
shares held by this corporation in  any other corporation or corporations may
be exercised  either by such officers in person or by any person  authorized so
to do by proxy or power of attorney duly  executed by said officers.

Section 7. Inspection of By-Laws.  The corporation  shall keep in its
registered office in Nevada the original  or a copy of the By-Laws as amended
or otherwise altered to  date, certified by the Secretary, which shall be open
to  inspection by the shareholders at all reasonable times  during office hours.

ARTICLE 6. Amendments

Section 1. Power of Shareholders.  New By-Laws may  be adopted or these By-Laws
may be amended or repealed by  the vote of the shareholders entitled to
exercise a  majority of the voting power of the corporation or by the  written
consent of such shareholders, except as otherwise  provided in the Articles of
Incorporation.

Section 2. Power of Directors.  Subject to the right  of shareholders as
provided in Section 1 of this Article VI  to adopt, amend or repeal By-Laws,
and except for Article  III, Sections 2, 3 and 18, Article VI, Section 2 and 
Article VII, By-Laws may be adopted, amended or repealed by  the Board of
Directors.

ARTICLE 7. Indemnification

Every person who was or is a party or is threatened  to be made a party to or
is involved in any action, suit or  proceeding, whether civil, criminal,
administrative or  investigative, by reason of the fact that he or she or a 
person of whom he or she is the legal representative is or  was a Director or
officer of the corporation or is or was  serving at the request of the
corporation or for its  benefit as a director or officer of another
corporation, or  as its representative in a partnership, joint venture,  trust
or other enterprise, shall be indemnified and held  harmless to the fullest
extent legally permissible under  the General Corporation Law of the State of
Nevada from  time to time against all expenses, liability and loss  (including
attorneys' fees, judgments, fines and amounts  paid or to be paid in
settlement) reasonably incurred or  suffered by him or her in connection
therewith.  Such right  of indemnification shall be a contract right that may
be  enforced in any manner desired by such person. Such right  of
indemnification shall not be exclusive of any other  right that such directors,
officers or representatives may  have or hereafter acquire and, without
limiting the  generality of such statement, they shall be entitled to  their
respective rights of indemnification under any By- Law, agreement, vote of
shareholders, provision of law or  otherwise, as well as their rights under
this Article.

The Board of Directors may cause the corporation to  purchase and maintain
insurance on behalf of any person who  is or was a Director or officer of the
corporation, or as  its representative in a partnership, joint venture, trust 
or other enterprise against any liability asserted against  such person and
incurred in any such capacity or arising  out of such status, whether or not
the corporation would  have the power to indemnify such person. 

The Board of Directors may from time to time adopt  further By-Laws with
respect to indemnification and may  amend these and such By-Laws to provide at
all times the  fullest indemnification permitted by the General  Corporation
Law of the State of Nevada.


CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:
(1) That I am duly elected and acting Secretary of  ETEC SYSTEMS, INC., a
Nevada corporation; and
(2) That the foregoing Amended and Restated Bylaws,  comprising ___ pages,
constitute the Amended and Restated  Bylaws of said corporation in full force
and effect as of  the date of this certification.
IN WITNESS WHEREOF, I have hereunto subscribed my  name and affixed the seal of
said corporation this ___ day  of September, 1998.


W. Russel Wayman, Secretary