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                                                                     EXHIBIT 3.5


                        Bylaws of the Nevada Corporation



                                     BYLAWS
                                       OF

                              Xdogs.com, Inc. Inc.

                              as of March 31, 1999

                                    ARTICLE I

                                     OFFICES

     The principal office of the Corporation shall initially be located at 527
Marquette Ave., Suite 2130, Minneapolis, MN 55402, and other offices at such
places within or without the State of Nevada and as the Board of Directors may
from time to time establish.

                                   ARTICLE II

                           REGISTERED OFFICE AND AGENT

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

                                   ARTICLE III

                            MEETINGS OF STOCKHOLDERS

     Section 1. Annual Meetings. The annual meeting of the Stockholders for the
election of Directors and for the transaction of such other business as may
properly come before such meeting shall be held at such time and date as the
Board of Directors shall designate from time to time by resolution duly adopted.

            Section 2. Special Meetings. A special meeting of the Stockholders
may be called at any time by the President, the Chairman of the Board of
Directors, or the Board of Directors, and shall be called by the President or
the Chairman of the Board of Directors upon the written request of Stockholders
of record holding in the aggregate fifty-one percent (51%) or more of the
outstanding shares of stock of the Corporation entitled to vote, such written
request to state the purpose or purposes of the meeting and to be delivered to
the President or the Chairman of the Board of Directors.





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

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

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





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as otherwise required by statute, notice of any adjourned meeting of the
Stockholders shall not be required.

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

     Section 7. Voting. Except as may otherwise be provided by statute or these
Bylaws, including the provisions of Section 4 of Article VIII hereof, each
Stockholder shall at every meeting of the Stockholders be entitled to one (1)
vote, in person or by proxy, for each share of the voting capital stock held by
such Stockholder. However, no proxy shall be voted on after eleven (11) months
from its date, unless the proxy provides for a longer period. At all meetings of
the Stockholders, except as may otherwise be required by statute, the Articles
of Incorporation of this Corporation, or these Bylaws, if a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the Stockholders.





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     Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held, and persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Corporation he shall
have expressly empowered the pledgee to vote thereon, in which case only the
pledgee or his proxy may represent said stock and vote thereon.

     Shares of the capital stock of the Corporation belonging to the Corporation
shall not be voted directly or indirectly.

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

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

     Section 10. List of Stockholders Entitled to Vote. The Officer who has
charge of the stock ledger of the Corporation shall prepare and make, at least
ten (10) days before every annual meeting, a complete list of the Stockholders
entitled to vote at such meeting, arranged in alphabetical order, and showing
the address of each Stockholder and the number of shares registered in the name
of each Stockholder. Such list shall be open to the examination of any
Stockholder during ordinary business hours, for





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a period of at least ten (10) days prior to election, either at a place within
the city, town or village where the election is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where said meeting is to be held. The list shall be produced and kept at the
time and place of election during the whole time thereof and be subject to the
inspection of any Stockholder who may be present.





                                   ARTICLE IV

                               BOARD OF DIRECTORS

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

     Section 2. Number and Qualifications. The Board of Directors shall consist
of at least one (1) member, and not more than nine (9) members, as shall be
designated by the Board of Directors from time to time, and in the absence of
such designation, the Board of Directors shall consist of one (1) member. This
number may be changed from time to time by resolution of the Board of Directors.
Directors need not be residents of the State of Nevada or Stockholders of the
Corporation. Directors shall be natural persons of the age of eighteen (18)
years or older.





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

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

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

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





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

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

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





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be only two (2) members, unanimity of action shall be required. Committee action
may be by way of a written consent signed by all committee members. The Board
shall have the power at any time to fill vacancies on committees, to discharge
or abolish any such committee, and to change the size of any such committee.

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

     Each such committee shall keep a written record of its acts and proceedings
and shall submit such record to the Board of Directors. Failure to submit such
record, or failure of the Board to approve any action indicated therein will
not, however, invalidate such action to the 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.

                                    ARTICLE V

                         MEETINGS OF BOARD OF DIRECTORS

     Section 1. Annual Meetings. The Board of Directors shall meet each year
immediately after the annual meeting of the Stockholders for the purpose of
organization, election of Officers, and consideration of any other business that
may properly be brought before the meeting. No notice of any kind to either old
or new members of the Board of Directors for such annual meeting shall be
necessary.

     Section 2. Regular Meetings. The Board of Directors from time to time may
provide by resolution for the holding of regular





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meetings and fix the time and place of such meetings. Regular meetings may be
held within or without the State of Nevada. The Board need not give notice of
regular meetings provided that the Board promptly sends notice of any change in
the time or place of such meetings to each Director not present at the meeting
at which such change was made.

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

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

     Section 5. Consent of Directors in Lieu of Meeting. Unless otherwise
restricted by statute, the Board may take any action required or permitted to be
taken at any meeting of the Board of





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Directors without a meeting, if a written consent thereto is signed by all
members of the Board, and such written consent is filed with the minutes of
proceedings of the Board.

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

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

                                   ARTICLE VI

                                    OFFICERS

     Section 1. Number. The Corporation shall have a Chairman of the Board, a
President, one or more Vice Presidents as the Board may from time to time elect,
a Secretary and a Treasurer, and such other Officers and Agents as may be deemed
necessary. One person may hold any two offices.

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





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

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

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

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

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





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

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

     Section 9. The Secretary. The Secretary shall:

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

          b.   have charge of the stock ledger (which may, however, be kept by
               any transfer agent or agents of the Corporation





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               under the direction of the Secretary), an original or duplicate
               of which shall be kept at the principal office or place of
               business of the Corporation;

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

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

          e.   see that all books, reports, statements, certificates, and other
               documents and records required by law to be kept or filed are
               properly kept or filed;

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

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

     Section 10. The Treasurer. The Treasurer shall:

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





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

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

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


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

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

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

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





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     Section 11. Salaries. The Board of Directors shall from time to time fix
the salaries of the Officers of the Corporation. The Board of Directors may
delegate to any person the power to fix the salaries or other compensation of
any Officers or Agents appointed, in accordance with the provisions of Section 3
of this Article VI. No Officer shall be prevented from receiving such salary by
reason of the fact that he is also a Director of the Corporation. Nothing
contained in this Bylaw shall be construed so as to obligate the Corporation to
pay any Officer a salary, which is within the sole discretion of the Board of
Directors.

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

                                   ARTICLE VII

                            EXECUTION OF INSTRUMENTS

     Section 1. Checks, Drafts, Etc. The President or the Chairman of the Board
of Directors and the Secretary or Treasurer shall sign all checks, drafts,
notes, bonds, bills of exchange, and orders for the payment of money of the
Corporation, and all assignments or endorsements of stock certificates,
registered bonds, or other securities, owned by the Corporation, unless
otherwise directed by the Board of Directors, or unless otherwise required by
law. The Board of Directors or the Chairman of the Board of Directors may,
however, authorize any Officer or the Chairman of the Board to sign any of such
instruments for and on behalf of the Corporation without necessity of
countersignature,





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and may designate Officers, or Employees of the Corporation other than those
named above who may, in the name of the Corporation, sign such instruments.

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

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


                                  ARTICLE VIII

                                  CAPITAL STOCK

     Section 1. Certificates of Stock. Every holder of stock in the Corporation
shall be entitled to have a certificate, signed in the name of the Corporation
by either the Chairman of the Board of Directors or the President and by the
Secretary of the Corporation, certifying the number of shares owned by that
person in the Corporation.





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

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

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

     Section 4. Closing Stock Transfer Book. The Board of Directors may close
the Stock Transfer Book of the Corporation for a period not exceeding fifty (50)
days preceding the





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

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





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                                   ARTICLE IX

                                    DIVIDENDS

     Section 1. Sources of Dividends. The Directors of the Corporation, subject
to the Nevada Revised Statutes, as amended, may declare and pay dividends upon
the shares of the capital stock of the Corporation.

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

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

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

                                    ARTICLE X

                              SEAL AND FISCAL YEAR

     Section 1. Seal. The corporate seal, subject to alteration by the Board of
Directors, shall be in the form of a circle, shall





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bear the name of the Corporation, and shall indicate its formation under the
laws of the State of Nevada and the year of incorporation. Such seal may be used
by causing it or a facsimile thereof to be impressed, affixed, or otherwise re-
produced.

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

                                   ARTICLE XI

                                   AMENDMENTS

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

                                   ARTICLE XII

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

     Section 1. Exculpation. No Director or Officer of the Corporation shall be
liable for the acts, defaults, or omissions of any other Director or Officer, or
for any loss sustained by the Corporation, unless the same has resulted from his
own willful misconduct, willful neglect, or gross negligence.

     Section 2. Indemnification. Each Director and Officer of the Corporation
and each person who shall serve at the Corporation's request as a director or
officer of another corporation in which the Corporation owns shares of capital
stock or of which it is a creditor shall be indemnified by the Corporation to
the fullest extent permitted from time to time by





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the Nevada Revised Statutes against all reasonable costs, expenses and
liabilities (including reasonable attorneys' fees) actually and necessarily
incurred by or imposed upon him in connection with, or resulting from any claim,
action, suit, proceeding, investigation, or inquiry of whatever nature in which
he may be involved as a party or otherwise by reason of his being or having been
a Director or Officer of the Corporation or such director or officer of such
other corporation, whether or not he continues to be a Director or Officer of
the Corporation or a director or officer of such other corporation, at the time
of the incurring or imposition of such costs, expenses or liabilities, except in
relation to matters as to which he shall be finally adjudged in such action,
suit, proceeding, investigation, or inquiry to be liable for willful misconduct,
willful neglect, or gross negligence toward or on behalf of the Corporation in
the performance of his duties as such Director or Officer of the Corporation or
as such director or officer of such other corporation. As to whether or not a
Director or Officer was liable by reason of willful misconduct, willful neglect,
or gross negligence toward or on behalf of the Corporation in the performance of
his duties as such Director or Officer of the Corporation or as such director or
officer of such other corporation, in the absence of such final adjudication of
the existence of such liability, the Board of Directors and each Director and
Officer may conclusively rely upon an opinion of independent legal counsel
selected by or in the manner designated by the Board of Directors. The foregoing
right to indemnification shall be in addition to and not in limitation of all
other rights which such person may be entitled as a matter of law, and shall
inure to his legal representatives' benefit.

     Section 3. Liability Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation or





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



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