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                                                                     EXHIBIT 3.2
                                    BYLAWS
                                      OF
                      INTERNATIONAL FUEL TECHNOLOGY, INC.
                             a Nevada corporation

                                   ARTICLE I

                                    OFFICES

     Section 1. PRINCIPAL OFFICES. The principal office shall be in the City of
Clayton, County of St. Louis, State of Missouri, or such other place as the
board of directors shall from time to time determine.

     Section 2. OTHER OFFICES. The board of directors may at any time establish
branch or subordinate offices at any place or places where the corporation is
qualified to do business.

                                   ARTICLE II

                           MEETINGS OF STOCKHOLDERS

     Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at
any place within the State of Missouri or such other jurisdiction as designated
by the board of directors. (At such meetings, directors shall be elected and any
other proper business may be transacted by a plurality vote of stockholders.)

     Section 2. ANNUAL MEETINGS. The annual meetings of stockholders shall be
held at a date and time designated by the board of directors. (At such meetings,
directors shall be elected and any other proper business may be transacted by a
plurality vote of stockholders.)

     Section 3. SPECIAL MEETINGS. A special meeting of the stockholders, for any
purpose or purposes whatsoever, unless proscribed by statute or by the articles
of incorporation, may be called at any time by the president and shall be
called by the president or secretary at the request in writing of a majority of
the board of directors, or at the request in writing of stockholders holding
shares in the aggregate entitled to cast not less than a majority of the votes.

     The request shall be in writing, specifying the time of such meeting, the
place where it is to be held and the general nature of the business proposed to
be transacted, and shall be delivered personally or sent by registered mail or
by telegraphic or other facsimile transmission to the president, any vice
president or the secretary of the corporation. The officer receiving such
request forthwith shall cause notice to be given to the stockholders entitled to
vote, in accordance with the provisions of Sections 4 and 5 of this Article II,
that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than twenty (20) nor more than sixty

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(60) days after the receipt of the request. If the notice is not given within
twenty (20) days after receipt of the request, the person or persons requesting
the meeting may give the notice. Nothing contained in this paragraph of this
Section 3 shall be construed as limiting, fixing or affecting the time when a
meeting of stockholders called by action of the board of directors may be held.

     Section 4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of meetings of
stockholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not less than ten (10) nor more than sixty (60) days before the
date of the meeting being noticed. The notice shall specify the place, date and
hour of the meeting and (i) in the case of a special meeting the general nature
of the business to be transacted, or (ii) in the case of the annual meeting
those matters which the board of directors, at the time of giving the notice,
intends to present for action by the stockholders. The notice of any meeting at
which directors are to be elected shall include the name of any nominee or
nominees which, at the time of the notice, management intends to present for
election.

     If action is proposed to be taken at any meeting for approval of (i)
contracts or transactions in which a director has a direct or indirect financial
interest, (ii) an amendment to the articles of incorporation, (iii) a
reorganization of the corporation, (iv) dissolution of the corporation, or (v) a
distribution to preferred stockholders, the notice shall also state the general
nature of such proposal.

     Section 5. MANNER OF GIVING NOTICE & AFFIDAVIT OF NOTICE. Notice of any
meeting of stockholders shall be given either personally or by first-class mail
or telegraphic or other written communication, charges prepaid, addressed to the
stockholder at the address of such stockholder appearing on the books of the
corporation or given by the stockholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is given,
notice shall be deemed to have been given if sent by mail or telegram to the
corporation's principal executive office, or if published at least once in a
newspaper of general circulation in the county where this office is located.
Personal delivery of any such notice to any officer of a corporation or
association or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. Notice shall be deemed
to have been given at the time when delivered personally or deposited in the
mail or sent by telegram or other means of written communication. In the event
of the transfer of stock after delivery or mailing of the notice of and prior to
the holding of the meeting, it shall not be necessary to deliver or mail notice
of the meeting to the transferee. If any notice addressed to a stockholder at
the address of such stockholder appearing on the books of the corporation is
returned to the corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to deliver the notice
to the stockholder at such address, all future notices or reports shall be
deemed to have been duly given without further mailing if the same shall be
available to the stockholder upon written demand of the stockholder at the
principal executive office of the corporation for a period of one year from the
date of the giving of such notice.

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     An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting shall be executed by the secretary, assistant secretary or
any transfer agent of the corporation giving such notice, and shall be filed and
maintained in the minute book of the corporation. Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in the
notice.

     Section 6. QUORUM. When a majority of shares are present including
shareholders in person or persons holding their proxies they shall constitute a
quorum for the transaction of business, except as otherwise provided by statute
or the articles of incorporation. The stockholders present or persons holding
their proxies at a duly called or held meeting, at which a quorum is present,
may continue to do business until adjournment, notwithstanding the withdrawal of
enough stockholders in person or persons holding their proxies to leave less
than a quorum, and any action taken is binding (see Section regarding
adjournment) if and only if later approved by at least a majority of the shares
required to constitute a quorum.

     Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any stockholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of the majority of the shares represented at such
meeting, either in presence in person or by proxy, but in the absence of a
quorum, no other business may be transacted at such meeting.

     When any meeting of stockholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at a meeting at which the adjournment is
taken. At any meeting so duly announced and noticed the corporation may transact
any business which might have been transacted at the original meeting.

     Section 8. VOTING. Unless a record date set for voting purposes be fixed as
provided in Section 1 of Article VI of these bylaws, only persons in whose
name(s) shares entitled to vote standing on the stock records of the corporation
at the close of business on the business day next preceding the day on which
proper notice is given (or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held), or by proxy
shall be entitled to vote at such meeting. Any stockholder in person, or by
proxy entitled to vote on any matter other than elections of directors or
officers, may vote part of the shares in favor of the proposal and refrain from
voting the remaining shares or vote them against the proposal, but, if the
stockholder in person or by proxy fails to specify the number of shares such
stockholder is voting affirmatively, it will be conclusively presumed that the
stockholder's approving vote is with respect to all shares such stockholder is
entitled to vote. Such vote may be by voice vote or by secret ballot; provided,
however, that all elections for directors must be by ballot upon demand by a
stockholder in person or by proxy at any election and before the voting begins.

     When a quorum of the shareholders, or persons holding their proxies are
present or represented at any meeting, the vote of the shareholders of the stock
having voting power present in person, or persons holding their proxies shall
decide any question brought before such meeting, unless the question is one upon
which by

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express provision of the statutes or of the articles of incorporation a
different vote is required in which case such express provision shall govern and
control the decision of such question. Every stockholder of record of the
corporation shall be entitled at each meeting of stockholders, persons holding
their proxies to one vote for each share of stock standing so represented on the
books of the corporation.

     Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS. The
transactions at any meeting of stockholders, either annual or special, however
called and noticed, and wherever held, shall be as valid as though had at a
meeting duly held after regular call and notice, if a quorum be present either
in person, by persons holding their proxies and if, either before or after the
meeting, persons entitled to vote, not present in person or persons holding
their proxies, signs a written waiver of notice or a consent to a holding of the
meeting, or an approval of the minutes thereof whereby persons representing a
majority of shareholders have signed or attended. The waiver of notice or
consent need not specify either the business to be transacted or the purpose
of any regular or special meeting of shareholders, except that if action is
taken or proposed to be taken for approval of any of those matters specified in
the second paragraph of Section 4 of this Article II, the waiver of notice or
consent shall state the exact nature of such proposal. All such waivers,
consents or approvals shall be filed with the corporate records or made a part
of the minutes of the meeting within 30 days.

     Attendance of a person at a meeting shall also constitute a waiver of
notice of such meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
if such objection is expressly made at the meeting.

     Section 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any
action which may be taken at any annual or special meeting of stockholders or
persons holding their proxies may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, is signed by
the holders of outstanding shares or persons holding their proxies, having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. All such consents shall be filed within 30 days with the
secretary of the corporation and shall be maintained in the corporate records.
Any stockholder, or persons holding their proxies giving a written consent, may
revoke the consent by a writing received by the secretary of the corporation
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.

     Section 11. PROXIES. Every person entitled to vote for directors or on any
other matter shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
secretary of the corporation. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney in fact. A validly executed proxy which

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does not state that it is irrevocable shall continue in full force and effect
unless revoked by the person executing it, prior to the vote pursuant thereto,
by a writing delivered to the corporation stating that the proxy is revoked or
by a subsequent proxy executed by, or attendance at the meeting and voting in
person by the person executing the proxy; provided, however, that no such proxy
shall be valid after the expiration of six (6) months from the date of such
proxy, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven (7) years from the date of its execution. Subject
to the above and the provisions of Section 78.355 of the Nevada General
Corporation Law, any proxy duly executed is not revoked and continues in full
force and effect until an instrument revoking it or a duly executed proxy
bearing a later date is filed with the secretary of the corporation.

     Section 12. INSPECTORS OF ELECTION. Before any meeting of stockholders, the
board of directors may appoint any persons other than nominees for office to act
as inspectors of election at the meeting or its adjournment. If no inspectors of
election are appointed, the chairman of the meeting may, and on the request of
any stockholder, or a person holding their proxy shall appoint inspectors of
election at the meeting. The number of inspectors shall be either one (i) or
three (3). If inspectors are appointed at a meeting on the request of one or
more stockholders in person or by proxy, a majority of shares at the meeting
shall determine whether one (i) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
the vacancy may be filled by appointment by the board of directors before the
meeting. The duties of these inspectors shall be as follows:

     (a)  Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies and persons holding original stock
certificates;

     (b)  Receive votes, ballots, or consents;

     (c)  Hear and determine all challenges and questions in any way arising in
connection with the right to vote;

     (d)  Count and tabulate all votes or consents

     (e)  Determine the election result; and

     (f)  Do any other acts that may be proper to conduct the election or vote
with fairness to all stockholders or persons holding their proxies.


                                  ARTICLE III

                                   DIRECTORS

     Section 1. POWERS. Subject to the provisions of the Nevada General
Corporation Law and any limitations in the articles of incorporation and these
bylaws

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relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
board of directors.

     Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have the
power and authority to:

     (a)  Select and remove immediately all officers, agents, and employees of
the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or these bylaws, fix
their compensation, and require from them security for faithful service.

     (b)  Change the principal executive office or the principal business office
from one location to another; cause the corporation to be qualified to do
business in any other state, territory, dependency, or foreign country and
conduct business within or without the State; designate any place within the
State of Nevada or the Country of Aruba for the holding of any stockholders'
meeting, or meetings, including annual meetings; adopt, make and use a corporate
seal, and prescribe the forms of certificates of stock, and alter the form of
such seal and of such certificates from time to time as in their judgment they
may deem best, provided that such forms shall at all times comply with the
provisions of law.

     (c)  Authorize the issuance of shares of stock of the corporation from time
to time, upon such terms as may be lawful, in consideration of money paid, labor
done or services actually rendered, debts or securities canceled, tangible or
intangible property actually received.

     (d)  Borrow money and incur indebtedness for the purpose of the
corporation, and cause to be executed and delivered therefore, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecation, or other evidences of debt and securities therefore.

     Section 2. NUMBER OF DIRECTQRS. The authorized number of directors shall be
no fewer than one (1) nor more than six (6). The exact number of authorized
directors shall be set by resolution of the board of directors, within the
limits specified above. The maximum or minimum number of directors cannot be
changed, nor can a fixed number be substituted for the maximum and minimum
numbers, except by a duly adopted amendment to this bylaw duly approved under
Section 1 Article VIII.

     Section 3. QUALIFICATION, ELECTION AND TERM OF OFFICE OF DIRECTORS.
Directors shall be elected at each annual meeting of the stockholders to hold
office until the next annual meeting, the directors may be elected at any
special meeting of stockholders held for that purpose, or at the next annual
meeting of stockholders held thereafter. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified or until
his earlier resignation or removal or his office has been declared vacant in the
manner provided in these bylaws, Directors need not be stockholders.

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     Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign
effective upon giving written notice to the president, the secretary or the
board of directors of the corporation, unless the notice specifies a later time
for the effectiveness of such resignation, in which case such resignation shall
be effective at the time specified. Unless such resignation specifies otherwise,
its acceptance by the corporation shall not be necessary to make it effective.
The board of directors may declare vacant the office of a director who has been
declared of unsound mind by an order of a court or convicted of a felony. Any or
all of the directors may be removed without cause if such removal is approved by
the affirmative vote of 66% of the outstanding shares entitled to vote. No
reduction of the authorized number of directors shall have the effect of
removing any director before his term of office expires.

     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. Each director so elected shall hold office until the next
meeting of the stockholders and until a successor has been elected and
qualified.

     A vacancy in the board of directors exists as to any authorized position of
director which is not then filled by a duly elected director, whether caused by
death, resignation, removal, increase in the authorized number of directors or
otherwise.

     The stockholders or persons holding their proxies may elect a director or
directors at any time to fill any vacancy or vacancies not filled by the
directors, but any such election by written consent shall require the consent of
66% of the outstanding shares entitled to vote. If the resignation of a director
is effective at a future time, the board of directors may elect a successor to
take office when the resignation becomes effective.

     If after the filling of any vacancy by the directors, the directors then in
office who have been elected by the stockholders or persons holding their
proxies shall constitute less than a majority of the directors then in office,
any holder or holders of an aggregate of five percent or more of the total
number of shares or their proxies at the time outstanding having the right to
vote for such directors may call a special meeting of the stockholders to elect
the entire board. The term of office of any director not elected by the
stockholders or their proxies shall terminate upon the election of a successor.

     Section 6. PLACE OF MEETINGS. Regular meetings of the board of directors
shall be held at any place within the State of Nevada or the Country of Aruba
that has been designated from time to time by resolution 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 shall be held
at any place within or without the State of Nevada that has been designated in
the notice of the meeting or, if not stated in the notice or there is not
notice, at the principal executive office of the corporation. Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment, so long as all directors participating in such meeting

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can hear one another, and all such directors shall be deemed to be present in
person at such meeting.

     Section 7. ANNUAL MEETINGS. Immediately following each annual meeting of
stockholders, the board of directors shall hold a regular meeting for the
purpose of transaction of other business. Notice of this meeting shall not be
required.

     Section 8. OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without call at such time as shall from time to time be
fixed by the board of directors. Such regular meetings may be held without
notice, provided the notice of any change in the time of any such meetings shall
be given to all of the directors. Notice of a change in the determination of the
time shall be given to each director in the same manner as notice for special
meetings of the board of directors.

     Section 9. SPECIAL MEETINGS. Special meetings of the board of directors for
any purpose or purposes may be called at any time by the president or any vice
president or the secretary or any two directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at his or her address as
it is shown upon the records of the corporation. In case such notice is mailed,
it shall be deposited in the United States mail at least ten (10) days prior to
the time of the holding of the meeting. In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered personally or by
telephone or to the telegraph company at least forty-eight (48) hours prior to
the time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated to either the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.

     Section 10. QUORUM. A majority of the elected or appointed directors shall
constitute a quorum for the transaction of business, except to adjourn 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, subject to the provisions of
Section 78.140 of the Nevada General Corporation Law (approval of contracts or
transactions in which a director has a direct or indirect material financial
interest), Section 78.125 (appointment of committees), and Section 78.751
(indemnification of directors). A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal of directors,
if any action taken is later approved by at least a majority of the required
quorum for such meeting.

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     Section 11. WAIVER OF NOTICE. The transactions of any meeting of the board
of directors, however called and noticed or wherever held, shall be as valid as
had a meeting duly held after regular call and notice if a quorum be present and
if, either before or after the meeting, each of the directors not present signs
a written waiver of notice, a consent to holding the meeting or an approval of
the minutes thereof within 30 days. The waiver of notice of consent need not
specify the purpose of the meeting. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting. Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director.

     Section 12. ADJOURNMENT. A majority of the directors present, whether or
not constituting a quorum, may adjourn any meeting to another time and place.

     Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given, unless the meeting is adjourned for more
than twenty-four (24) hours, in which case notice of such time and place shall
be given prior to the time of the adjourned meeting, in the manner specified in
Section 8 of this Article III, to the directors who were not present at the time
of the adjournment.

     Section 14. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the board of directors may be taken without a meeting, if all members
of the board shall individually or collectively consent in writing to such
action within 30 days. Such action by written consent shall have the same force
and effect as a unanimous vote of the board of directors. Such written consent
or consents shall be filed with the minutes of the proceedings of the board.

     Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
board of directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for such services.



                                   ARTICLE IV

                                    OFFICERS

     Section 1. OFFICERS. The officers of the corporation shall be a president,
a secretary and a treasurer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, 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 IV. Any two or more offices may be held by the same person.

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     Section 2. ELECTION OF OFFICERS. The officers of the corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article IV, shall be chosen by the board of directors, and
each shall serve at the pleasure of the board, subject to the rights, if any, of
an officer under any contract of employment. The board of directors at its first
meeting after each annual meeting of stockholders may choose a president, a vice
president, a secretary and a treasurer, none of whom need be a member of the
board. The salaries of all officers and agents of the corporation shall be fixed
by the board of directors.

     Section 3. SUBORDINATE OFFICERS, ETC. The board of directors may appoint,
and may empower the president to 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 bylaws or as
the board of directors may from time to time determine.

     Section 4. REMOVAL AND RESIGNATION OF OFFICERS. The officers of the
corporation shall hold office until their successors are chosen and qualify.
Subject to the rights, if any, of an officer under any contract of employment,
any officer may be removed, either with or without cause, by the board of
directors, at any regular or special meeting thereof, or, except in case of an
officer chosen by the board of directors, by any officer upon whom such power or
removal may be conferred by the board of directors.

     Any officer may resign at any time by giving written notice to 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. Any such resignation is without prejudice to the rights, if
any, of the corporation under any contract to which the officer is a party.

     Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointments to such office.

     Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an
officer be elected, shall, if present, preside at all meetings of the board
of directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the board of directors or prescribed by the
bylaws. If there is no president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article IV.

     Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the board of directors to the chairman of the board, if there be such
an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and the officers of
the corporation. The president shall preside at all meetings of the stockholders
and, in the absence of the chairman of the board, if

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there be none, at all meetings of the board of directors. 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 the bylaws. The president shall
execute bonds, mortgages and other contracts requiring a seal, under the seal
of the corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.

     Section 8. VICE PRESIDENTS. In the absence or disability of the president,
the vice presidents, if any, in order of their rank as fixed by the board of
directors or, if not ranked, a 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. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the bylaws, the president or the chairman of the board, if
there be such an officer.

     Section 9. SECRETARY. The secretary shall attend all meetings of the board
of directors and all meetings of the stockholders and shall record, keep or
cause to be kept, at the principal executive office or such other place as the
board of directors may order, a book of minutes of all meetings of directors and
stockholders, with the 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
stockholders' meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the corporation's transfer agent or registrar, as
determined by resolution of the board of directors, a share register, or a
duplicate share register, showing the names of all stockholders and their
addresses, the number and classes 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 meetings of
stockholders and of the board of directors required by the bylaws or by law to
be given, and he shall keep the seal of the corporation in safe custody, as may
be prescribed by the board of directors or by the bylaws.

     Section 10. TREASURER. The treasurer, shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to inspection by any director. The treasurer shall deposit all moneys
and other valuables in the name and to the credit of the corporation with such
depositories 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 president and directors, whenever they request
it, an account of all of the treasurer transactions as treasurer and of the
financial condition of the corporation, and shall have other powers and perform
such other duties as may be prescribed by the board of directors or the bylaws.

                                       11
<PAGE>

     If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.


                                   ARTICLE V

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
                                AND OTHER AGENTS

     Section 1. ACTIONS OTHER THAN BY THE CORPORATION. The corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with the
action, suit or proceeding if he/she acted in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, has no
reasonable cause to believe his/her conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he/she reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he/she
had reasonable cause to believe that his conduct was unlawful.

     Section 2. ACTIONS BY THE CORPORATION. The corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he/she
is or was a director, officer, employee, or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and attorneys'
fees, actually and reasonably incurred by him/her in connection with the defense
or settlement of the action or suit if he/she acted in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of
competent

                                       12
<PAGE>

jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.

     Section 3. SUCCESSFUL DEFENSE. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
 and 2, or in defense of any claim, issue or matter therein, he/she must be
 indemnified by the corporation against expenses, including attorneys' fees,
 actually and reasonably incurred by him/her in connection with the defense.

     Section 4. REQUIRED APPROVAL. Any indemnification under Sections 1 and 2,
unless ordered by a court or advanced pursuant to Section 5, must be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made:

          (a)  By the stockholders or persons holding their proxies; or

          (b)  By the board of directors by majority vote of a quorum consisting
               of directors who were not parties to the act, suit or proceeding;
               or

          (c)  If a quorum consisting of directors who were not parties to the
               act, suit or proceeding cannot be obtained, by independent legal
               counsel in a written opinion.

     Section 5. ADVANCE OF EXPENSES. The articles of incorporation, the bylaws
or an agreement made by the corporation may provide that the expenses of
officers and directors incurred in defending a civil or criminal action, suit or
proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this section do
not affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or otherwise
by law.

     Section 6. OTHER RIGHTS. The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to this Article V:

     (a)  Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the: articles
of incorporation or any bylaw, agreement, vote of stockholders or persons
holding their proxies or disinterested directors; or otherwise, for either an
action in his official capacity or an action in another capacity while holding
his office, except that indemnification, unless ordered by a court pursuant to
Section 2 or for the advancement of expenses made pursuant to

                                       13
<PAGE>

Section 5, may not be made to or on behalf of any director or officer if a
final adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.

     (b)  Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person.

     Section 7. 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 is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise for any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article V.

     Section 8. RELIANCE ON PROVISIONS. Each person who shall act as an
authorized representative of the corporation shall be deemed to be doing so in
reliance upon the rights of indemnification provided by this Article.

     Section 9. SEVERABILITY. If any of the provisions of this Article are held
to be invalid or unenforceable, this Article shall be construed as if it did not
contain such invalid or unenforceable provision and the remaining provisions of
this Article shall remain in full force and effect.

     Section 10. RETROACTIVE EFFECT. To the extent permitted by applicable law,
the rights and powers granted pursuant to this Article V shall apply to acts and
actions occurring or in progress prior to its adoption by the board of
directors.

                                   ARTICLE VI

                               RECORDS AND BOOKS

     Section 1. MAINTENANCE OF SHARE REGISTER. The corporation shall keep at its
principal executive office, or at the office of its transfer agent or registrar,
if either be appointed and as determined by resolution of the board of
directors, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of shares held by each stockholder.

     Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep at its
principal executive office, or if its principal executive office is not in this
State at its principal business office in this State, the original or a copy of
the bylaws as amended to date, which shall be open to inspection by the
stockholders or persons holding their

                                       14
<PAGE>

proxies at all reasonable times during office hours. If the principal executive
office of the corporation is outside this state and the corporation has no
principal business office in this state, the secretary shall, upon the written
request of any stockholder or persons holding their proxies, furnish to such
stockholder or persons holding their proxies a copy of the bylaws as amended to
date.

     Section 3. MAINTENANCE OF OTHER CORPORATE RECORDS. The accounting books
and records and minutes of proceedings of the stockholders and the board of
directors shall be kept at such place or places designated by the board of
directors, or, in the absence of such designation, at the principal executive
office of the corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form.

     Every director shall have the absolute right at any reasonable time to
inspect and copy all books, records and documents of every kind and to inspect
the physical properties of this corporation and any subsidiary of this
corporation. Such inspection by a director may be made in person or by agent or
attorney and the right of inspection includes the right to copy and make
extracts. The foregoing rights of inspection shall extend to the records of each
subsidiary of the corporation.

     Section 4. ANNUAL REPORT TO STOCKHOLDERS. Nothing herein shall be
interpreted as prohibiting the board of directors from issuing annual or other
periodic reports to the stockholders of the corporation as they deem
appropriate.

     Section 5. FINANCIAL STATEMENTS. A copy of any annual financial statement
and any income statement of the corporation for each quarterly period of each
fiscal year, and any accompanying balance sheet of the corporation as of the end
of each such period, that has been prepared by the corporation shall be kept on
file in the principal executive office of the corporation for twelve (12)
months.

     Section 6. ANNUAL LIST OF DIRECTORS, OFFICERS AND RESIDENT AGENT. The
corporation shall, during the month of April of each year, file with the
Secretary of State of the State of Nevada, on the prescribed form, a list of its
officers and directors and a designation of its resident agent in Nevada.

                                  ARTICLE VII

                           GENERAL CORPORATE MATTERS

     Section 1. RECORD DATE. For purposes of determining the stockholders
entitled to notice of any 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 other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) days nor less
than ten (10) days prior to the date of

                                       15
<PAGE>

any such meeting nor more than sixty (60) days prior to any other action, and in
such case only stockholders of record on the date so fixed are entitled to
notice and to receive the dividend, distribution or allotment of rights or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the record date fixed as aforesaid,
except as otherwise provided in the Nevada General Corporation Law.

If the board of directors does not so fix a record date:

     (a)  The record date for determining stockholders entitled to notice of 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 business day next preceding the day on which the meeting is
held.

     (b)  The record date for determining stockholders or persons holding their
proxies entitled to give consent to corporate action in writing without a
meeting, when no prior action by the board has been taken, shall be the day on
which the first written consent is given.

     (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 adopts the
resolution relating thereto, or the sixtieth (60th) day prior to the date of
such other action, whichever is later.

     Section 2. CLOSING OF TRANSFER BOOKS. The directors may prescribe a period
not exceeding sixty (60) days prior to any meeting of the stockholders during
which no transfer of stock on the books of the corporation may be made, or may
fix a date not more than sixty (60) days prior to the holding of any such
meeting as the day as of which stockholders entitled to notice of such meeting
shall be determined; and only stockholders of record on such day shall be
entitled to notice of such meeting.

     Section 3. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to hold liable for calls and assessments a
person registered on its books as the owner of shares, and shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada or by these
bylaws.

     Section 4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. 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 5. CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED. The board of
directors, except as in the bylaws otherwise provided, may

                                       16
<PAGE>

authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the agency power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render.

     Section 6. STOCK CERTIFICATES. A certificate or certificates for shares of
the capital stock of the corporation shall be issued to each stockholder when
any such shares are fully paid, and the board of directors may authorize the
issuance of certificates or shares as partly paid provided that such
certificates shall state the amount of the consideration to be paid therefor and
the amount paid thereon. All certificates shall be signed in the name of the
corporation by the president or vice president and by the treasurer or an
assistant treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the stockholder.
When the corporation is authorized to issue shares of more than one class or
more than one series of any class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any stockholder, upon request and without charge, a
full or summary statement of the designations, preferences land relatives,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, and, if the corporation shall be authorized to issue only special stock,
such certificate must set forth in full or summarize the rights of the holders
of such stock. Any or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if such person were an
officer, transfer agent or registrar at the date of issue.

     No new certificate for shares shall be issued in place of any certificate
therefore issued unless the latter is surrendered and canceled at the same time;
provided, however, that a new certificate may be issued without the surrender
and cancellation of the old certificate if the certificate theretofore issued is
alleged to have been lost, stolen or destroyed. In case of any such allegedly
lost, stolen or destroyed certificate, the corporation may require the owner
thereof or the legal representative of such owner to give the corporation a bond
(or other adequate security) sufficient to indemnify it against any claim that
may be made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
such new certificate.

     Section 7. DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meeting pursuant to
law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the articles of incorporation.

     Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the directors from
time to time,

                                       17
<PAGE>

in their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interest of the corporation, and the directors may modify
or abolish any such reserves in the manner in which it was created.

     Section 8. FISCAL YEAR. The fiscal year of the corporation shall be fixed
by resolution of the board of directors.

     Section 9. SEAL. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its incorporation and the words "Corporate Seal,
Nevada."

     Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of
the board, if there be such an officer, the president, or any vice president, or
any other person authorized by resolution of the board of directors by any of
the foregoing designated officers, is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations, foreign
or domestic, standing in the name of the corporation. The authority herein
granted to said officers to vote or represent on behalf of the corporation any
and all shares held by the corporation in any other corporation or corporations
may be exercised by any such officer in person or by any person authorized to do
so by proxy duly executed by said officer.

     Section 11. CONSTRUCTION AND DEFINITIONS. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
Nevada General Corporation Law shall govern the construction of the bylaws.
Without limiting the generality of the foregoing, the singular number includes
the plural, the plural number includes the singular, and the term "person"
includes both a corporation and a natural person.


                                 ARTICLE VIII

                                  AMENDMENTS

     Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be adopted or these
bylaws may be amended or repealed by the affirmative vote of 66% of the
outstanding shares entitled to vote, or by the written assent of stockholders
entitled to vote such shares or persons holding their proxies, except as
otherwise provided by law or by the articles of incorporation.

     Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
stockholders as provided in Section 1 of this Article, bylaws may be adopted,
amended or repealed by unanimous written consent of the board of directors.

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