Exh.-3.2
                                     BY-LAWS
                                       OF
                               IKON VENTURES, INC.
                         (formerly Air Epicurean, Inc.)

                               ARTICLE I - OFFICES

1.   REGISTERED OFFICE AND AGENT

         The registered office of the corporation shall be maintained at

                                3131 Southwest Freeway
                                Suite 46
                                Houston, Texas 77098

         The registered  office or the registered agent, or both, may be changed
by resolution of the board of directors,  upon filing the statement  required by
law.

2.   PRINCIPAL OFFICE

         The principal office of the corporation shall be at

                 3131 Southwest Freeway
                 Suite 46
                 Houston, Texas 77098

provided that the board of directors  shall have power to change the location of
the principal office in its discretion.

3.   OTHER OFFICES

         The  corporation  may also maintain other offices at such places within
or without  the State of Texas as the board of  directors  may from time to time
appoint or as the business of the corporation may require.

                            ARTICLE II - SHAREHOLDERS

1.   PLACE OF MEETING

         All meetings of shareholders,  both regular and special,  shall be held
either at the  principal  office of the  corporation  in Texas or at such  other
places, either within or without the state, as shall be designated in the notice
of the meeting.

2.   ANNUAL MEETING

         The annual  meeting of  shareholders  for the election of directors and
for the  transaction  of all other  business  which may come  before the meeting
shall be held on the 15th day of April in each year (if not a legal holiday and,
if a legal  holiday,  then on the  next  business  day  following)  at the  hour
specified in the notice of meeting.


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         If the  election  of  directors  shall  not be held  on the  day  above
designated  for the  annual  meeting,  the board of  directors  shall  cause the
election  to be held as soon  thereafter  as  conveniently  may be at a  special
meeting of the shareholders called for the purpose of holding such election.

         The annual meeting of shareholders  may beheld for any other purpose in
addition to the election of directors which may be specified in a notice of such
meeting. The meeting may be called by resolution of the board of directors or by
a writing filed with the secretary  signed either by a majority of the directors
or by  shareholders  owning a majority in amount of the entire  capital stock of
the corporation issued and outstanding and entitled to vote at any such meeting.

3.   NOTICE OF SHAREHOLDERS' MEETING

         A written  or printed  notice  stating  the place,  day and hour of the
meeting, and in case of a special meeting, the purpose or purposes for which the
meeting is  called,  shall be  delivered  not less than ten (10) more than fifty
(50) days before the date of the meeting, either personally or by mail, by or at
the direction of the  president,  secretary or the officer or person calling the
meeting,  to each  shareholder  of record  entitled to vote at such meeting.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail  addressed  to the  shareholder  at his address as it appears on the
share transfer books of the corporation, with postage thereon prepaid.

4.   VOTING OF SHARES

         Each  outstanding  share with voting  privileges,  regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders,  except to the extent that the voting  rights of the shares of any
class or classes are limited or denied by the  Articles of  Incorporation  or by
law.

         Treasury shares,  shares of its own stock owned by another  corporation
the  majority  of the  voting  stock of which  is  owned or  controlled  by this
corporation, and shares of its own stock held by this corporation in a fiduciary
capacity shall not be voted,  directly or indirectly,  at any meeting, and shall
not be counted in  determining  the total  number of  outstanding  shares at any
given time.

         A shareholder may vote either in person or by proxy executed in writing
by the shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution  unless  otherwise
provided in the proxy.  Each proxy shall be revocable unless expressly  provided
therein to be  irrevocable,  and in no event shall it remain  irrevocable  for a
period of more than eleven (11) months.

         At each election for directors  every  shareholder  entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has a right to vote, or unless  prohibited by the articles
of incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by  distributing  such votes on the same  principal  among any number of such
candidates.  Any  shareholder  who  intends  to  cumulate  his  votes as  herein
authorized  shall give written  notice of such intention to the secretary of the
corporation  on  or  before  the  day  preceding  the  election  at  which  such
shareholder intends to cumulate his votes.

5.   CLOSING TRANSFER BOOKS AND FIXING RECORD DATE

         For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment  thereof,  or entitled to
receive  payment  of any  dividend,  or in  order  to  make a  determination  of
shareholders  for any other proper  purpose,  the board of directors may provide
that the share  transfer books shall be closed for a stated period not exceeding

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fifty (50) days. If the stock  transfer books shall be closed for the purpose of
determining  shareholders  entitled  to  notice  of or to vote at a  meeting  of
shareholders,  such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of closing the stock transfer books, the by-laws
or in the absence of an  applicable  by-law the board of  directors,  may fix in
advance a date as the record date for any such  determination  of  shareholders,
not later than fifty (50) days and,  in case of a meeting of  shareholders,  not
earlier  than ten (10) days  prior to the date on which the  particular  action,
requiring  such  determination  of  shareholders  is to be  taken.  If the share
transfer books are not closed and no record date is fixed for the  determination
of shareholders  entitled to notice of or to vote at a meeting of  shareholders,
or  shareholders  entitled to receive  payment of a dividend,  the date on which
notice of the meeting is mailed or the date on which the resolution of the board
of directors  declaring  such dividend is adopted,  as the case may be, shall be
the record date for such determination of shareholders.  When a determination of
shareholders  entitled to vote at any meeting of  shareholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof,  except  where the  determination  has been made through the closing of
share transfer books and the stated period of closing has expired.

6.   QUORUM OF SHAREHOLDERS

         Unless otherwise provided in the articles of incorporation, the holders
of a majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders,  but in no event shall a
quorum  consist  of the  holders  of less than  one-third  (1/ 3) of the  shares
entitled to vote and thus  represented at such meeting.  The vote of the holders
of a majority of the shares  entitled to vote and thus  represented at a meeting
at which a quorum  is  present  shall be the act of the  shareholders'  meeting,
unless  the vote of a  greater  number  is  required  by law,  the  articles  of
incorporation of the by-laws.

7.   VOTING LISTS

         The officer or agent having charge of the share  transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of shareholders,  a complete list of the  shareholders  entitled to vote at such
meeting or any adjournment  thereof,  arranged in alphabetical  order,  with the
address of and the number of shares held by each,  which  list,  for a period of
ten (10) days  prior to such  meeting,  shall be kept on file at the  registered
office of the  corporation and shall be subject to inspection by any shareholder
at any time during usual  business  hours.  Such list shall also be produced and
kept  open at the time and place of the  meeting  and  shall be  subject  to the
inspection of any shareholder during the whole time of the meeting. The original
share  transfer  books  shall  be  prima-facie   evidence  as  to  who  are  the
shareholders  entitled  to examine  such list or  transfer  books or to vote any
meeting of shareholders.

8.   ACTION BY CONSENT OF SHAREHOLDERS

         Whenever the  shareholders are required or permitted to take any action
by vote,  such action may be taken  without a meeting,  without prior notice and
without a vote, if a written consent,  setting forth the action so taken,  shall
be signed by the holders of  outstanding  stock having not less than the minimum
number of votes that would be  necessary  to  authorize or take such action at a
meeting called for such purpose.

                             ARTICLE III - DIRECTORS

1.   BOARD OF DIRECTORS

         The business and affairs of the corporation shall be managed by a board
of  directors.  Directors  need not be  residents  of the  State of Texas nor be
shareholders in the corporation.


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2.   NUMBER AND ELECTION OF DIRECTORS

         The  number of  directors  shall be 3  provided  that the number may be
increased or decreased from time to time by an amendment to these bylaws, but no
decrease shall have the effect of shortening the term of any incumbent director.
At each annual  election the  shareholders  shall elect directors to hold office
until the next succeeding annual meeting.

3.   VACANCIES

         Any vacancy  occurring in the board of  directors  may be filled by the
affirmative  vote of the remaining  directors,  though less than a quorum of the
board.  A director  elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of an
increase  in the number of  directors  shall be filled by  election at an annual
meeting or at a special meeting of shareholders called for that purpose.

4.   QUORUM OF DIRECTORS

         A majority of the board of directors shall  constitute a quorum for the
transaction of business.  The act of the majority of the directors  present at a
meeting at which a quorum is present shall be the act of the board of directors.

5.   ANNUAL MEETING OF DIRECTORS

         Within thirty days after each annual meeting of shareholders  the board
of directors  elected at such meeting shall hold an annual meeting at which they
shall elect  officers and transact such other  business as shall come before the
meeting.

6.   REGULAR MEETING OF DIRECTORS

         A regular meeting of the board of directors may be held at such time as
shall be determined from time to time by resolution of the board of directors.

7.   SPECIAL MEETINGS OF DIRECTORS

         The  secretary  shall call a special  meeting of the board of directors
whenever  requested to do so by the president or by two directors.  Such special
meeting shall be held at the time specified in the notice of meeting.

8.   PLACE OF DIRECTORS' MEETINGS

         All  meetings of the board of  directors  (annual,  regular or special)
shall be held either at the principal office of the corporation or at such other
place, either within or without the State of Texas, as shall be specified in the
notice of meeting.

9.   NOTICE OF DIRECTORS' MEETINGS

         All  meetings of the board of  directors  (annual,  regular or special)
shall be held upon five (5) days'  written  notice  stating the date,  place and
hour of meeting  delivered to each director  either  personally or by mail or at
the direction of the president or the secretary or the officer or person calling
the meeting.

<PAGE>

         In any case  where all of the  directors  execute a waiver of notice of
the time and place of meeting, no notice thereof shall be required, and any such
meeting  (whether  annual,  regular or special) shall be held at the time and at
the place (either within or without the State of Texas)  specified in the waiver
of notice.  Neither the  business to be  transacted  at, nor the purpose of, any
annual,  regular or special  meeting of the board of directors need be specified
in the notice or waiver of notice of such meeting.

10.   COMPENSATION

         Directors,  as such,  shall not  receive  any  stated  salary for their
services,  but by  resolution of the board of directors a fixed sum and expenses
of attendance,  if any, may be allowed for attendance at each annual, regular or
special meeting of the board,  provided,  that nothing herein contained shall be
construed  to preclude any director  from serving the  corporation  in any other
capacity and receiving compensation therefor.

11.   ACTION BY CONSENT OF DIRECTORS

         In lieu of a formal meeting,  action may be taken by unanimous  written
consent of the directors.

                              ARTICLE IV - OFFICERS

1.   OFFICERS ELECTION

         The officers of the  corporation  shall consist of a president,  one or
more vice-presidents,  a secretary,  and a treasurer. All such officers shall be
elected at the annual meeting of the board of directors  provided for in Article
III,  Section 5. If any office is not filled at such annual  meeting,  it may be
filled at any subsequent  regular or special meeting of the board.  The board of
directors  at such  annual  meeting,  or at any  subsequent  regular  or special
meeting may also elect or appoint such other officers and assistant officers and
agents as may be deemed  necessary.  Any two or more  offices may be held by the
same person, except the offices of president and secretary.

         All officers and assistant officers shall be elected to serve until the
next meeting of directors (following the next annual meeting of shareholders) or
until their  successors  are  elected;  provided,  that any officer or assistant
officer  elected or appointed  by the board of directors  may be removed with or
without  cause at any  regular or special  meeting of the board  whenever in the
judgment of the board of directors the best interests of the corporation will be
served  thereby,  but such  removal  shall be without  prejudice to the contract
rights,  if any, of the person so removed.  Any agent  appointed shall serve for
such term, not longer than the next annual meeting of the board of directors, as
shall be specified, subject to like right of removal by the board of directors.

2.   VACANCIES

         If any office becomes vacant for any reason,  the vacancy may be filled
by the board of directors.

3.   POWER OF OFFICERS

         Each officer shall have,  subject to these by-laws,  in addition to the
duties and powers  specifically set forth herein,  such powers and duties as are
commonly  incident  to this  office  and such  duties and powers as the board of
directors  shall from time to time  designate.  All officers shall perform their
duties  subject  to the  directions  and under the  supervision  of the board of
directors. The president may secure the fidelity of any and all officers by bond
or otherwise.

<PAGE>

4.   PRESIDENT

         The president shall be the chief executive  officer of the corporation.
He shall preside at all meetings of the directors and shareholders. He shall see
that all orders and resolutions of the board are carried out,  subject  however,
to the right of the directors to delegate specific powers, except such as may be
by statute exclusively conferred on the president,  to any other officers of the
corporation.

         He or any  vice-president  shall  execute  bonds,  mortgages  and other
instruments  requiring  a  seal,  in the  name  of the  corporation,  and,  when
authorized  by the  board,  he or any  vice-president  may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the  signature  of either the  secretary or an  assistant  secretary.  He or any
vice-president shall sign certificates of stock.

         The President shall be ex-officio a member of all standing committees.

         He shall submit a report of the operations of the  corporation  for the
year to the directors at their meeting next  preceding the annual meeting of the
shareholders and to the shareholders at their annual meeting.

5.   VICE-PRESIDENTS

         The  vice-president   shall,  in  the  absence  or  disability  of  the
president, perform the duties and exercise the powers of the president, and they
shall perform such other duties as the board of directors shall prescribe.

6.   THE SECRETARY AND ASSISTANT SECRETARIES

         The  secretary  shall attend all meetings of the board and all meetings
of  the  shareholders  and  shall  record  all  votes  and  the  minutes  of all
proceedings  and shall  perform  like duties for the  standing  committees  when
required.  He shall  give or cause to be given  notice  of all  meetings  of the
shareholders  and all meetings of the board of directors  and shall perform such
other duties as may be  prescribed  by the board.  He shall keep in safe custody
the seal of the corporation, and when authorized by the board, affix the same to
any  instrument  requiring it, and when so affixed,  it shall be attested by his
signature or by the signature of an assistant secretary.

         The  assistant  secretary  shall,  in the absence or  disability of the
secretary, perform the duties and exercise the powers of the secretary, and they
shall perform such other duties as the board of directors shall prescribe.

         In the absence of the secretary or an assistant secretary,  the minutes
of all meetings of the board and  shareholders  shall be recorded by such person
as shall be designated by the president or by the board of directors.

7.   THE TREASURER AND ASSISTANT TREASURERS

         The  treasurer  shall  have the  custody  of the  corporate  funds  and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable  effects in the name and to the credit of the  corporation in
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,   taking   proper   vouchers  for  such
disbursements. He shall keep and maintain the corporation's books of account and
shall  render  to  the  president  and  directors  an  account  of  all  of  his
transactions as treasurer and of the financial  condition of the corporation and

<PAGE>

exhibit his books,  records and  accounts to the  president  or directors at any
time.  He shall  disburse  funds for capital  expenditures  as authorized by the
board of  directors  and in  accordance  with the orders of the  president,  and
present to the president for his attention any requests for disbursing  funds if
in the judgment of the treasurer any such request is not property authorized. He
shall  perform such other duties as may be directed by the board of directors or
by the president.

         If required by the board of directors,  he shall give the corporation a
bond in such sum and with such surety or sureties  as shall be  satisfactory  to
the board 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.

         The assistant  treasurers in the order of their seniority shall, in the
absence or  disability  of the  treasurer,  perform the duties and  exercise the
powers of the  treasurer,  and they shall perform such other duties as the board
of directors shall prescribe.

                ARTICLE V - CERTIFICATES OF STOCK: TRANSFER. ETC.

1.   CERTIFICATES OF STOCK

         The  certificates  for  shares  of  stock of the  corporation  shall be
numbered and shall be entered in the corporation as they are issued.  They shall
exhibit  the  holder's  name and  number  of  shares  and shall be signed by the
president or a  vice-president  and the secretary or an assistant  secretary and
shall be sealed with the seal of the corporation or a facsimile thereof.  If the
corporation  has a transfer  agent or a  registrar,  other than the  corporation
itself or an employee of the corporation, the signatures of any such officer may
be  facsimile.  In case any officer or  officers  who shall have signed or whose
facsimile  signature or signatures  shall have been used on any such certificate
or certificates  shall cease to be such officer or officers of the  corporation,
whether because of death, resignation or otherwise,  before said certificate may
nevertheless  be issued by the  corporation  with the same  effect as though the
person or persons who signed such  certificates or whose facsimile  signature or
signatures shall have been used thereon had been such officer or officers at the
date of its issuance.  Certificates shall be in such form as shall in conformity
to law be prescribed from time to time by the board of directors.

         The  corporation  may  appoint  from time to time  transfer  agents and
registrars,  who  shall  perform  their  duties  under  the  supervision  of the
secretary.

2.   TRANSFERS OF SHARES

         Upon  surrender  to  the  corporation  or  the  transfer  agent  of the
corporation  of a certificate  for shares duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  corporation  to  issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate, and record the transaction upon its books.

3.   REGISTERED SHAREHOLDERS

         The corporation  shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact  thereof and,  accordingly  shall
not be bound to  recognize  any  equitable or other claim to or interest in such
share on the part of any other  person,  whether or not is shall have express or
other notice thereof, except as otherwise provided by law.

<PAGE>

4.   ISSUANCE OF ADDITIONAL SHARES

         The corporation  shall be enabled to issue additional  common shares or
to create additional  classes of stock,  however any such issuance shall require
approval by three quarters (75%) of the then outstanding shares.

5.   LOST CERTIFICATE

         The board of directors may direct a new  certificate or certificates to
be issued in place of any certificate or certificates  theretofore issued by the
corporation  alleged  to have  been  lost or  destroyed,  upon the  making of an
affidavit of that fact by the person  claiming the  certificate to be lost. When
authorizing  such  issue of a new  certificate  or  certificates,  the  board of
directors  in  its  discretion  and as a  condition  precedent  to the  issuance
thereof,  may  require  the  owner  of such  lost or  destroyed  certificate  or
certificates or his legal  representatives  to advertise the same in such manner
as it shall  require or to give the  corporation  a bond with surety and in form
satisfactory  to the corporation  (which bond shall also name the  corporation's
transfer  agents and  registrars,  if any,  as  obligees)  in such sum as it may
direct as indemnity  against any claim that may be made against the  corporation
or other obligees with respect to the  certificate  alleged to have been lost or
destroyed, or to advertise and also give such bond.

                              ARTICLE VI - DIVIDEND

1.   DECLARATION

         The board of  directors  may declare at any annual,  regular or special
meeting of the board and the corporation  may pay,  dividends on the outstanding
shares in cash,  property  or in the  shares of the  corporation  to the  extent
permitted by, and subject to the provisions of, the laws of the State of Texas.

2.   RESERVES

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

                           ARTICLE VII - MISCELLANEOUS

1.   INFORMAL ACTION

         Any action  required  to be taken or which may be taken at a meeting of
the shareholders,  directors or members of the executive committee, may be taken
without a meeting  if a consent  in  writing  setting  forth the action so taken
shall  be  signed  by all of the  shareholders,  directors,  or  members  of the
executive  committee,  as the case may be,  entitled to vote with respect to the
subject matter thereof, and such consent shall have the same force and effect as
a unanimous  vote of the  shareholders,  directors,  or members of the executive
committee, as the case may be, at a meeting of said body.

2.   SEAL

         The corporate seal shall be circular in form and shall contain the name
of the corporation, the year of its incorporation and the name "TEXAS". The seal
may be used by causing it or a facsimile  to be  impressed  or affixed or in any
other manner reproduced. The corporate seal may be altered by order of the board
of directors at any time.

<PAGE>

3.   CHECKS

         All checks or demands for money and notes of the  corporation  shall be
signed by such  officer or officers or such other person or persons as the board
of directors may from time to time designate.

4.   FISCAL YEAR

         The fiscal year of the corporation shall be determined by resolution of
the Board of Directors.

5.   DIRECTORS' ANNUAL STATEMENT

         The  board  of  directors  shall  present  at each  annual  meeting  of
shareholders  a full and clear  statement of the  business and  condition of the
corporation.

6.   CLOSE CORPORATIONS: MANAGEMENT BY SHAREHOLDERS

         If  the  articles  of   incorporation   of  the  corporation  and  each
certificate  representing  its issued and  outstanding  shares  states  that the
business and affairs of the corporation  shall be managed by the shareholders of
the corporation rather than by a board of directors,  then, whenever the context
so requires by the shareholders of the corporation shall be deemed the directors
of the corporation for purposes of applying any provision of these bylaws.

7.   AMENDMENTS

         These by-laws may be altered, amended,  supplemented or repealed or new
by-laws may be adopted (a) at any regular or special  meeting of shareholders at
which a quorum is present or represented, by the affirmative vote of the holders
of a majority of the shares  entitled to vote,  provided  notice of the proposed
alteration,  amendment or repeal be contained in the notice of such meeting,  or
(b) by a resolution adopted by a majority of the whole board of directors at any
regular or special meeting of the board. The  shareholders  shall have authority
to change or repeal any by-laws adopted by the directors.












The above  By-Laws  amended by the  shareholders  of the Company on February 16,
2001.