<PAGE>








                                     BYLAWS


                                       OF

                                SKYGIVERS, INC.



                            a for profit corporation


<PAGE>


                                TABLE OF CONTENTS


<TABLE>

<S>                                                                                                             <C>
SECTION 1.          MEETINGS OF SHAREHOLDERS......................................................................1

Section 1A.         ANNUAL MEETING................................................................................1

Section 1B.         SPECIAL MEETINGS..............................................................................1

Section 1C.         PLACE.........................................................................................1

Section 1D.         NOTICE........................................................................................1

Section 1E.         NOTICE OF ADJOURNED MEETINGS..................................................................1

Section 1F.         CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE..............................................1

Section 1G.         VOTING RECORD.................................................................................2

Section 1H.         SHAREHOLDER QUORUM AND VOTING.................................................................2

        1H(1)       QUORUM OF SHARES..............................................................................2

        1H(2)       MAJORITY VOTE, IN GENERAL.....................................................................2

Section 1I.         VOTING OF SHARES..............................................................................3

        1I(1)       VOTES PER SHARE...............................................................................3

        1I(2)       TREASURY AND OTHER SHARES CONTROLLED BY CORPORATION ARE NOT OUTSTANDING.......................3

        1I(3)       VOTING BY PROXY...............................................................................3

        1I(4)       ELECTION OF DIRECTORS; CUMULATIVE VOTING IF AUTHORIZED........................................3

        1I(5)       VOTING BY OTHER CORPORATION AS SHAREHOLDER....................................................3

        1I(6)       VOTING BY CERTAIN FIDUCIARIES.................................................................3

        1I(7)       VOTING BY RECEIVER............................................................................3

        1I(8)       VOTING OF PLEDGED SHARES......................................................................3

        1I(9)       REDEEMED SHARES...............................................................................3

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<TABLE>

<S>                                                                                                              <C>
Section 1J.         PROXIES.......................................................................................4

Section 1K.         VOTING TRUSTS.................................................................................4

Section 1L.         SHAREHOLDERS' AGREEMENTS......................................................................4

Section 1M.         ACTION BY SHAREHOLDERS WITHOUT A MEETING......................................................4

Section 1N.         WAIVER OF NOTICE OF MEETINGS AND SHAREHOLDERS.................................................5

SECTION 2.          DIRECTORS.....................................................................................5

Section 2A.         FUNCTION......................................................................................5

Section 2B.         QUALIFICATION.................................................................................5

Section 2C.         COMPENSATION..................................................................................5

Section 2D.         DUTIES OF DIRECTORS...........................................................................5

Section 2E.         PRESUMPTION OF ASSENT.........................................................................6

Section 2F.         NUMBER OF DIRECTORS...........................................................................6

Section 2G.         ELECTION AND TERM.............................................................................6

Section 2H.         VACANCIES.....................................................................................6

Section 2I.         REMOVAL OF DIRECTORS..........................................................................6

Section 2J.         QUORUM AND VOTING.............................................................................6

Section 2K.         DIRECTOR CONFLICTS OF INTEREST................................................................6

Section 2L.         EXECUTIVE AND OTHER COMMITTEES................................................................7

Section 2M.         PLACE OF MEETINGS.............................................................................8

Section 2N.         TIME, NOTICE AND CALL OF MEETINGS.............................................................8

Section 2O.         ACTION WITHOUT A MEETING......................................................................8

SECTION 3           OFFICERS......................................................................................9

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<TABLE>

<S>                                                                                                              <C>
Section 3A.         OFFICERS......................................................................................9

Section 3B.         DUTIES........................................................................................9

Section 3C.         CORPORATE CHECKS..............................................................................9

Section 3D.         REMOVAL OF OFFICERS...........................................................................9

SECTION 4.          STOCK CERTIFICATES...........................................................................10

Section 4A.         ISSUANCE.....................................................................................10

Section 4B.         FORM.........................................................................................10

Section 4C.         TRANSFER OF STOCK............................................................................10

Section 4D.         LOST, STOLEN OR DESTROYED CERTIFICATES.......................................................10

SECTION 5.          BOOKS AND RECORDS............................................................................11

Section 5A.         BOOKS AND RECORDS............................................................................11

Section 5B.         SHAREHOLDERS' INSPECTION RIGHTS...............................................................1

Section 5C.         FINANCIAL INFORMATION........................................................................11

SECTION 6.          DIVIDENDS....................................................................................12

SECTION 7.          CORPORATE SEAL...............................................................................12

SECTION 8.          FISCAL YEAR..................................................................................13

SECTION 9.          INDEMNIFICATION OF DIRECTORS AND OFFICERS....................................................13

SECTION 10.         AMENDMENT OF ARTICLES AND BYLAWS; SALE OF ASETS, MERGER, AND THE LIKE........................13

Section 10A.        GENERAL AMENDMENT OF ARTICLES; SALE OF ASSETS, MERGER AND THE LIKE...........................13

Section 10B.        GENERAL AMENDMENT OF BYLAWS..................................................................13

Section 10C.        AMENDMENT OF ARTICLES OR BYLAWS FOR SUPERMAJORITY QUORUM OR VOTE
                    REQUIREMENT; DELAYED REPEAL OF THIS PROVISION................................................13

</TABLE>

                                       4

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<S>                                                                                                             <C>
SECTION 11.         CHECK, PETTY CASH AND OTHER ACCOUNT SIGNATURES...............................................14

OFFICER'S CERTIFICATE OF AUTHENTICITY............................................................................14


</TABLE>


                                       5

<PAGE>


                                     BYLAWS

                                       OF

                                 SKYGIVERS, INC.

                            a for profit corporation



SECTION 1. MEETINGS OF SHAREHOLDERS

           Section IA. ANNUAL MEETING. The annual meeting of the shareholders
of SKYGIVERS, INC. shall be held within four months after the close of. the
fiscal year at the principal executive offices of the corporation, or at any
other lawful time and place designated by the Board of Directors of the
corporation. Business transacted at the annual meeting shall include the
election of directors of the corporation.

           Section 1B. SPECIAL MEETING. Special meetings of the shareholders
shall be held when directed by the Board of Directors, or the Chairman of the
Board of Directors, or when requested to the Secretary in writing(s) describing
the purpose(s) thereof, signed and dated by the holders of not less than ten
percent of all the shares entitled to vote on any issue proposed to be
considered at the meeting. A meeting requested by shareholders shall be called
for a date not less than ten nor more than sixty days after the request is made,
unless the shareholders requesting the meeting designate a later date. the call
for the meeting shall be issued by the Secretary, unless the Chairman, Board of
Directors, or shareholders requesting the meeting shall designate another person
to do so.


           Section 1C. PLACE. Meetings of shareholders may be held within the
State of New York.


           Section 1D. NOTICE. Written notice stating the plane, day and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more than
sixty days before the meeting, either personally or by first class mail, by or
at the direction of the Chairman, the Secretary, or the officer or persons
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 or her address as
it appears on the stock transfer books of the corporation, with postage thereon
prepaid.


           Section 1E. NOTICE OF ADJOURNED MEETINGS. When a meeting is adjourned
to another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the adjourned
meeting any business may be transacted that Eight have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given as provided in this section to each shareholder
of record on the new record date who is entitled to vote at such meeting.

           Section 1F. CLOSING OF 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

                                       1
<PAGE>

to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the Board of Directors may
provide that the stock transfer books shall be closed for a stated period but
not to exceed, in any case, thirty days.


           In lieu of closing the stock transfer books, the Board of Directors
may fix in advance a date as the record date for any determination of
shareholders, such date in any case to be not more than sixty days and, in case
of a meeting of shareholders, not less than ten days prior to the date on which
the particular action requiring such determination of shareholders is to be
taken.


           If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice or to vote at a
meeting of shareholders, 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, unless the Board of Directors fixes a
new record date for the adjourned meeting.


           Section 1G. VOTING RECORD. The officers or agent having charge of
the stock transfer books for shares of the corporation shall make, at least
ten days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
with the address of each, and the number and class and series, if any, of
shares held by each. The list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the corporation at
the principal place of business of the corporation, or at the office of the
transfer agent or registrar of the corporation. and any shareholder shall be
entitled to inspect the list at any time during usual business hours. The
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 at any time
during the meeting. This section shall not apply unless the corporation has
at least six (6) shareholders.

           If the requirements of this section have not been substantially
complied with, the meeting, on demand of any shareholder in person or by proxy,
shall be adjourned until the requirements are complied with. If no such demand
is made, failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.


           Section 1H. SHAREHOLDER QUORUM AND VOTING.

                        1H(1) QUORUM OF SHARES. Unless otherwise provided in the
articles of incorporation, a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. When a specified item of business is required to be voted on by a
class or series of stock, a majority of the shares of such class or series
shall constitute a quorum for the transaction of such item of business by that
class or series.


                        1H((2) MAJORITY VOTE. IN GENERAL. If a quorum is
present, the affirmative vote of a majority of the shares represented at the
meeting and entitled to vote err the subject matter shall be the act of the
shareholders unless otherwise provided by Law or the articles of incorporation.
See "Voting Of Shares", Section 1I herein.


                                       2
<PAGE>

           After a quorum has been established at a shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number of
shareholders entitled to vote at the meeting below the number required far a
quorum, shall not affect the validity of any action taken at the meeting or
any adjournment thereof.

           Section 1I. VOTING OF SHARES.

                       1I(1) VOTES PER SHARE. Except as provided by law or the
articles of incorporation, each outstanding share, regardless of class, shall be
entitled to one vote an each matter submitted to a vote at a meeting of
shareholders.

                       1I(2) TREASURY AND OTHER SHARES CONTROLLED BY
CORPORATION ARE NOT OUTSTANDING. Treasury shares, and shares of this
corporation owned by another corporation, domestic or fore4, a majority of
the shares entitled to vote for the directors of which is directly or
indirectly owned by this corporation, shall not be counted in determining the
total number of outstanding shares at any given time, However, the
corporation may vote shares held by it in a fiduciary capacity.

                       1I(3) VOTING BY PROXY. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or his or her duly
authorized attorney-in-fact. (See "Proxies", Section 1J herein.)

                       1I(4) ELECTION OF DIRECTORS; CUMULATIVE VOTING IF
AUTHORIZED. Unless the articles of Incorporation provide otherwise, directors
are elected by a plurality. If cumulative voting is provided for in the articles
of incorporation, then at each election for directors every shareholder entitled
to vote cumulatively at such election shall have the right to vote multiply the
number of votes by the number of directors for whom entitled to vote, to be
allocated among one or more of them. Provisions for removal of directors are
described in "Removal Of Directors", Section 21 herein.

                       1I(5) VOTING BY OTHER CORPORATION AS SHAREHOLDER. Shares
standing in the name of another corporation, domestic or foreign, may be voted
by the officer, agent, or proxy designated by the bylaws of the corporate
shareholder; or, in the absence of any applicable provision, by such person as
the board of directors of the corporate shareholder may designate. Proof of such
designation may be made by presentation of a certified copy of the bylaws or
other instrument at the corporate shareholder. In. the absence of any such
designation, or in case of conflicting designation by the corporate shareholder,
then the chairman of the board, president, any vice president, secretary or
treasurer of the corporate Shareholder, in that order, shall be presumed to be
fully authorized to vote such shares.

                       1I(6) VOTING BY CERTAIN FIDUCIARIES. Shares held by an
administrator, executor, guardian, personal representative, or conservator may
be voted by him or her, either in person or by proxy, without a transfer of such
shares into his or her name. Shares standing in the name of a trustee may be
voted by the trustee, either in person or by proxy, but no trustee shall be
entitled to vote shares held by the trustee without a transfer of such shares
into his or her name. However, a fiduciary may direct the votes of its nominee.
(See "Voting Trusts", Section IK, and "Shareholders' Agreements", Section IL,
herein.)

                       1I(7) VOTING BY RECEIVER. Shares held by or under the
control of a receiver, a trustee in bankruptcy proceedings, or an assignee for
the benefit of creditors, may be voted by him or her without the transfer
thereof into his or her name.

                       11(8) VOTING OF PLEDGED SHARES. A shareholder whose
shares are pledged shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee or his
or her nominee shall be entitled to vote the shares so transferred.

                       1I(9) REDEEMED SHARES. On and after the date on which
written notice of redemption of redeemable shares has been mailed to the holders
thereof and a sum sufficient to redeem such shares has been deposited with a
bank or trust company with irrevocable instruction and authority to pay the
redemption price to



                                       3
<PAGE>

the holders thereof upon surrender of certificates therefor, such shares shall
not be entitled to vote on any matter and shall not be deemed to be outstanding
shares.

           Section 1J. PROXIES. (See "Voting By Proxy", Section 1I(3) herein.)
Every shareholder entitled to vote at a meeting of shareholders or to express
consent or dissent without a meeting, or a shareholder's duly authorized
attorney-in-fact, may authorize another person or persons to ant for him by
proxy. Every proxy must be signed by the shareholder or his or her
attorney-in-fact. No proxy shall be valid after the expiration of eleven months
from the date thereof unless otherwise provided in the proxy. Every proxy shall
be revocable at the pleasure of the shareholder executing it, except as
otherwise provided by law. The authority of the holder of a proxy to act shall
not be revoked by the death or incompetence of the shareholder who executed the
proxy unless, before the authority is exercised, written notice of such death or
of an adjudication of such incompetence is received by the corporate officer
responsible for recording the actions of shareholders.


           If a proxy for the same shares confers authority upon two or more
persons and does not otherwise provide, a majority of them present at the
meeting, or if only one is present then that one, may exercise all the powers
conferred by the proxy; but if the proxy holders present at the meeting are
equally divided as to the right and manner of voting in any particular case, the
voting of such shares shall be prorated.


           If a proxy expressly provides, any proxy holder may appoint in
writing a substitute to act in his or her place.


           Section IK. VOTING TRUSTS. Any number of shareholders of thin
corporation may create a voting trust for the purpose of conferring upon a
trustee or trustees the right to vote or otherwise represent their shares, as
provided by law. Where the counterpart of a voting trust agreement and the copy
of the record of the holders of voting trust certificates has been deposited
with the corporation as provided by law, such documents shall be subject to the
same right of examination by a shareholder of the corporation, in person or by
agent or attorney, as are the books and records of the corporation, and such
counterpart and such copy of such record shall be subject to examination by any
holder of record of voting trust certificates, either in person or by agent or
attorney, at any reasonable time for any proper purpose. (See "Voting By Certain
Fiduciaries", Section 1I(6) herein.)


           Section 1L. SHAREHOLDERS' AGREEMENTS. Two or more shareholders may
enter an agreement providing for the exercise of voting rights in the manner
provided in the agreement or relating to any .phase of the affairs of the
corporation, to the extent permitted by law, Nothing therein snail impair the
right of this corporation to treat the shareholders of record as entitled to
vote the shares standing in their names.


           Section 1M. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action
required or permitted by law to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed and dated by the holders of outstanding stock having not less than the
minimum number of votes with respect to each voting group that would be
necessary to authorize or take such action at a meeting at which all voting
groups and shares entitled to vote thereon were present and voted. If any class
of shares is entitled to vote thereon as a class, such written consent shall be
required of the holders of the snares of each class of shares entitled to vote
thereon.

           Within ten days after obtaining such authorization by written
consent, notice must be given to those shareholders riot entitled to vote or who
have not consented in writing. The notice shall fairly summarize the material
features of the authorized action and, if the action be such for which
dissenters rights are provided by law, the notice shall contain a clear
statement of the right of shareholders dissenting therefrom to be paid the fair
value of their shares upon compliance with further provisions of the law
regarding the rights of dissenting shareholders.



                                       4
<PAGE>


           Section 1N. WAIVER OF NOTICE OF MEETINGS OF SHAREHOLDERS. Notice of a
meeting of the shareholders need not be given to any shareholder who signs a.
Waiver of Notice either before or after he meeting. Attendance of a shareholder
at a meeting shall constitute a waiver of notice of such meeting and waiver of
any and all objections to the place of the meeting, the time of the meeting, or
the manner in which it has been called or convened, except when a shareholder
states, at the beginning of the meeting, any abjection to the transaction of
business because the meeting is not lawfully called or convened.


           Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the shareholders need be specified in any written
Waiver of Notice of such meeting.


SECTION 2. DIRECTORS


           Section 2A. FUNCTION. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the Board of Directors.


           Section 2B. QUALIFICATION. Directors need not be residents of this
state or shareholders of this corporation.


           Section 2C COMPENSATION. The Board of Directors shall have authority
to fix the compensation of directors.


           Section 2D. DUTIES OF DIRECTOR,. A director shall perform the duties
of a director in good faith, including any duties as a member of any committee
of the board upon which serving. and in a manner reasonably believed to be in
the best interests of the corporation, and with such care as an ordinarily
prudent person in a Like position would use under similar circumstances.


           In performing his or her duties, a director shall be entitled to rely
on information, opinions, reports or statements, including financial statements
and other financial data, in each case prepared or presented by:


           (a) one or more officers or employees of the corporation whom the
director reasonably believes to be reliable and competent in the matters
presented,


           (b) counsel, public accountants or other persons as to matters which
the director reasonably believes to be within such person's professional or
expert competence, or

           (c) a committee of the board upon which the director does net serve,
duly designated in accordance with a provision of the articles of incorporation
or the bylaws, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.


           A director shall not be considered to be acting in good faith if he
or she has knowledge concerning the matter in question that would cause such
reliance described above to be unwarranted. A person who performs duties in
compliance with this section shall have no liability by reason of being or
having been a director of the corporation.



                                       5
<PAGE>

           Section 2D-1. CLARIFICATION OF CERTIFICATE OF INCORPORATION. The
term "amend" as used in Section 3C of the Certificate of Incorporation in
connection with the establishment and designation of classes or series of
authorized securities and to determine the variations in the relative rights,
preferences and limitations thereof is hereby defined and clarified to
authorize the Board to take all such actions as may be necessary to effect
the establishment and designation and the determination of the relative
rights, preferences and limitations of such securities by Resolution of the
Board of Directors in accordance with Nevada Revised Statutes Section
78.035(3).


           Section 2E. PRESUMPTION OF ASSENT. A director of the corporation who
is present at a meeting of its Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless voting against such action or abstaining from voting in respect thereto.


           Section 2F. NUMBER OF DIRECTORS. The number of directors of
SKYGIVERS, INC. may be up to FIVE (5), including any Provisional Director(s),
who will serve only in case of deadlock. The number of directors may be
increased or decreased from time to time by amendment to these bylaws, but
not to less than one. No decrease shall have the effect or shortening the
term of any incumbent director. Any change in the number of directors in any
resolution by shareholders or (when permitted by law) by directors shall be
deemed an amendment to these bylaws to reflect the change.

           Section 2G. ELECTION AND TERM. Each person named in the articles of
incorporation as a member of the initial board of directors shall hold office
until the first annual meeting or shareholders, and until his or her successor
shall have been elected and qualified, or until his or her earlier resignation,
removal from office or death. At the first annual meeting of shareholders and at
each annual meeting thereafter the shareholders shall elect directors to hold
office until the next succeeding annual meeting. Each director shall hold office
for the term for which elected and until his or her successor shall have been
elected and qualified or until his or her earlier resignation, removal from
office or death.


           Section 2H. VACANCIES. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in the number
of directors, may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.


           Section 2I. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by vote of the holders of a majority of
outstanding shares then entitled to vote at any election of such directors, but
a director may not be removed if the votes against his or her removal would
suffice to elect him or her.


           Section 2J. QUORUM AND VOTING. A majority of the number of directors
fixed by these bylaws 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, except as otherwise
specified.


           Section 2K. DIRECTOR CONFLICTS OF INTEREST. No contract or other
transaction between this corporation and one or more of its directors or any
other corporation, firm, association or entity in which one or more of the
directors are directors or officers or are financially interested, shall be
either void or voidable because of such relationship or interest or because such
director or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or her or their votes are counted for such purpose,
if:


           (a) The fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or


                                       6
<PAGE>

           (b) The fact of such relationship or interest is disclosed or known
to the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or

           (c) The contract or transaction is fair and reasonable as to the
corporation at the time it is authorized by the board, a committee or the
shareholders.


           Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or a committee
thereof which authorize; approves or ratifies such contract or transaction.


           Section 2L. EXECUTIVE AND OTHER COMMITTEES. The Board of Director,
by resolution adopted by a majority of the full Board of Directors may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except that no committee
shall have the authority to:


           (a) approve or recommend to shareholders actions or proposals
required by law to be approved by shareholders,


           (b) designate candidates for the office of director, for purposes of
proxy solicitation or otherwise,


           (c) fill vacancies on the Board of Director, or any committee
thereof,


           (d) amend the bylaws,


           (e) authorize or approve the reacquisition of shares unless pursuant
to a general formula or method specified by the Board of Directors, or


           (f) authorize or approve the issuance or sale of, or any contract to
issue or sell, shares or designate the terms of a series of a class of shares,
except that the Board of Directors, having acted regarding general authorization
for the issuance or sale of shares, or any contract therefor, and, In the case
of a series, the designation thereof, may, pursuant to a general formula or
method specified by the Board of Directors, by resolution or by adoption of a
stock option or other plan, authorize a committee to fix the terms of any
contract for the sale of the shares and, to fix the terms upon which such shares
may be issued or sold, including, without limitation, the price, the rate or
manner of payment of dividends, provisions for redemption, sinking fund,
conversion, voting or preferential rights, and, provisions for other features of
a class of shares, or a series of a class of share; with full power in such
committee to adopt any final resolution setting forth all terms of a series for
filing with the Department of State.


           The Board of Directors, by resolution adopted in accordance with this
section, may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members at
any meeting of such committee.


                                       7
<PAGE>

           Section 2M. PLACE OF MEETINGS. Regular and special meetings by the
Board of Directors are to be held at the Company's offices or may be held within
or without the State of Nevada.

           Section 2N. TIME, NOTICE AND CALL OF MEETINGS. Regular meetings of
the Board of Directors shall be those held at specified times and places
pursuant to approval of the Board of Directors. Written notice of the time arid
place of regular or special meetings of the Board of Directors shall be given to
each director by either persona! delivery, telegram or cablegram or fax at least
two days before the meeting or by notice mailed to the director at least five
days before the meeting. In addition to any other regular meetings, a regular
meeting of the Board of Directors shall be held, without other notice than this
by-law, immediately alter and at the same place as the annual meeting of
shareholders.


           Notice of a meeting of the Board of Directors need not be given to
any director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection to
the transaction of business because the meeting is not lawfully called or
convened.


           Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.


           A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of arty such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors.


           Meetings of the Board of Directors may be called by the Chairman of
the Board, by the President of the corporation, or by a majority of directors.


           Members of the Board of Directors may participate in a meeting of
such board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time.


           Participation by such means shall constitute presence in person at a
meeting.


           Section 2O. ACTION WITHOUT A MEETING. Any action required to be taken
at a meeting of the directors of a corporation, or any action which may be taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so to be taken, signed
by all of the directors, or all the members of the committee, as the case may
be, is filed in the minutes of the proceedings of the board or of the committee.
Such consent shall have the same effect as a unanimous vote.



                                       8
<PAGE>
>


SECTION 3. OFFICERS


           Section 3A. OFFICERS. The officers consist of a chairman of the board
of directors, a president, one or more vice presidents (if desired), a
secretary, and a treasurer. Each officer shall be selected by the Board of
Directors, and shall serve until his or her successor is chosen and qualifies.
Such other officers and assistant officers and agents as may be deemed necessary
may be elected or appointed by the Board of Directors from time to time.


           Any two or more offices may be held by the same person. The failure
to elect a president, secretary or treasurer shall not affect the existence of
this corporation.

           Section 3B DUTIES. The officers have the following duties:


           The chairman may call, give notice of and preside at all meetings of
shareholders, shall execute all contracts not lesser in size or importance than
indicated by board resolution, and shall otherwise provide guidance and
directions to other officers and agents.


           The president shall have general and active management of all
business and affairs, subject to the directions of the chairman, shall preside
at all meetings of the shareholders (unless the chairman is present) and shall
preside at all meetings of the board (unless the chairman is present).


           One or more vice presidents may be elected, with such duties as the
board may determine by resolution.


           The secretary shall have custody of, and maintain, all corporate
records except financial records; shall prepare the minutes of meetings of the
shareholders and board and authenticate records of the corporation, or any
replacement statute; send notices of meetings not otherwise sent; and perform
such duties as may be prescribed by the board.

           The treasurer shall be responsible for the custody of the corporate
funds and financial records, shall keep full and accurate accounts of receipts
and disbursements, and render accounts thereof at the annual meetings of
shareholders and when required by the chairman or the president, and shall
perform such other duties as may be prescribed by the board.


           Section 3C. CORPORATE CHECKS. Reference is made to "Check, Petty Cash
And Other Account Signatures", Section 11 herein.


           Section 3D. REMOVAL OF OFFICERS. Any officer or agent elected or
appointed by the Board of Directors may be removed by the board whenever in its
judgment the best interests of the corporation will be served thereby.


           Any officer or agent selected by the shareholders may be removed only
by vote of the shareholders, unless the shareholders shall have authorized the
directors to remove such officer or agent. Any vacancy, however

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<PAGE>

occurring in any office may be filled by the Board of Directors, unless the
bylaws shall have expressly reserved such power to the shareholders.


           Removal of any officer shall be without prejudice to the contract
rights, if any, of the person so removed; however, election or appointment of an
officer or agent shall not of itself create contract rights.


SECTION 4. STOCK CERTIFICATES


           Section 4A. ISSUANCE. Every holder of stock in this corporation shall
be entitled, to the extent (if any) provided by law, to have a certificate,
representing all shares to which he or she is entitled. No certificate shall be
issued for any share until such share is fully paid.


           Section 4B. FORM. Certificates representing shares in this
corporation shall be signed by the chairman or president and the secretary and
may be sealed with the seal of this corporation or a facsimile thereof. The
signatures may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the corporation itself or an
employee of the corporation In case any officer who signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he or she were such officer at the date of its
issuance.

           If this corporation is authorized to issue shares of more than one
class or more than one series of any class, every certificate representing
shares issued by this corporation shall set forth or fairly summarize upon the
face or back of the certificate, or shall state that the corporation will
furnish to any shareholder upon request and without charge a full statement of,
the designations, relative rights, preferences, and limitations of the shares of
each class or series authorized to be issued, and the variations in the relative
rights, preferences and limitations between the shares of each series so far as
the same have been fixed and determined, and the authority of the Board of
Directors to fix and determine variations for future series.


           Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize upon the
certificate, or shall state that the corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.


           Each certificate representing shares shall state upon the face
thereof: the name of the corporation; that the corporation is organized under
the laws of the State of Nevada; the name at the person to whom issued; the
number and, class of shares, and the designation of the series, if any, which
such certificate represents.


           Section 4C. TRANSFER OF STOCK. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his or her legal representative, who shall furnish
proper evidence of authority to transfer, or by his or her attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, and on surrender for cancellation of the certificate of such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes,
except as otherwise provided by law or the articles of incorporation.


           Section 4D. LOST. STOLEN, OR DESTROYED CERTIFICATES. The corporation
shall issue a new stock



                                       10
<PAGE>

certificate in the place of any certificate previously issued if the holder of
record of the certificate (a) makes proof in affidavit form that it has been
lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate
before the corporation has notice that the certificate has been acquired by a
purchaser for value in good faith and without notice of any adverse claim; (c)
gives bond in such form as the corporation may direct to indemnify the
corporation, the transfer agent, and registrar against any claim that may be
made on account of thee alleged loss, destruction. or theft of a certificate;
and (d) satisfies any other reasonable requirements imposed by the corporation.


SECTION 5. BOOKS AND RECORDS


           Section 5A. BOOKS AND RECORDS. This corporation shall keep correct
and complete bocks and records of account and shall keep minutes of the
proceedings of its shareholders, board of directors and committees of directors.


           This corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its shareholders, giving the names and addresses of all shareholders, and
the number, class and series, if any, of the shares held by each.


           Any books, records and minutes may be in written form or in any other
form capable of being convened into written form within a reasonable time.


           Section 5B. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall
have been a holder of record of shares or of voting trust certificates therefor
at least six months immediately preceding his or her demand or shall be the
holder of record of, or the holder of record of voting trust certificates for,
at least five percent of the outstanding shares of any class or series of the
corporation, upon written demand stating the purpose thereof. shall have the
right to examine, in person or by agent or attorney, at any reasonable time or
tines, for any proper purpose its relevant hooks and records of accounts,
minutes and records of shareholders, and to make extracts therefrom.


           Section 5C. FINANCIAL INFORMATION Unless otherwise provided by a
resolution of the shareholders, not Inter than tour months after the close of
each fiscal year, this corporation shall prepare a balance sheet showing in
reasonable detail the financial condition of the corporation as of the close of
its fiscal year, and a profit and lass statement for the operating results in
that year, and promptly send a copy to each shareholder.


           Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mall to such
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.


           The balance sheets and profit and loss statements shall be filed in
the registered office of the corporation in this state, shall be kept for at
least five years, and shall be subject to inspection during business hours by
any shareholder or holder of voting trust certificates, in person or by agent.



                                       11
<PAGE>
E>


SECTION 6. DIVIDENDS


           The Board of Directors of this corporation may, from time to Lime,
declare and the corporation may pay dividends on its shares in cash, property or
its own shares, except when the corporation is insolvent or when the payment
thereof would render the corporation insolvent or when the declaration or
payment thereof would be contrary to any restrictions contained in the articles
of incorporation, subject to the following provisions:


           (a) Dividends in cash or property may be declared and paid, except as
otherwise provided in this section, only out of the unreserved and unrestricted
earned surplus of the corporation or out of capital surplus, howsoever arising
but each dividend paid out of capital surplus, and the amount per share paid
from such surplus, shall be disclosed to the shareholders receiving the same
concurrently with the distribution.


           (b) Dividends may be declared and paid in the corporation's own
treasury shares.


           (c) Dividends may be declared and paid in the corporation's own
authorized but unissued shares out of any unreserved and unrestricted surplus of
the corporation upon the following conditions:

               (1) If a dividend is payable in shares having a par value, such
shares shall be issued at not less than the par value thereof and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate par value of the shares to be issued as
a dividend.


               (2) If a dividend is payable in shares without par value, such
shares shall be issued at such stated value as shall he fixed by the Board of
Directors by resolution adopted at the time such dividend is declared, and there
shall be transferred to stated capital at the time such dividend is paid an
amount of surplus equal to the aggregate stated value so fixed in respect of
such shares; and the amount per share so transferred to stated capital shall be
disclosed to the shareholders receiving such dividend concurrently With the
payment thereof.


           (d) No dividend payable in shares of any class shall be paid to the
holders of shares of any other class unless the articles of incorporation so
provide or such payment is authorized by the affirmative vote or the written
consent of the holders of at least a majority of the outstanding shares of the
class in which the payment is to be made.


           (e) A split-up or division of the issued shares of any class into a
greater number of shares of the same class without increasing the stated capital
of the corporation shall not be construed to he a share dividend within the
meaning of this section.


SECTION 7. CORPORATE SFAL


           The Board of Directors may provide a corporate seal which shall have
inscribed thereon the name of the corporation and such other words and figures
and in such design as may be prescribed by the Board of Directors, and may be
facsimile, engraved, printed, or an impression, or other type seal. Absent such
provision, the name (or an indication of the name) of the corporation, however
affixed, shall constitute the corporate seat



                                       12
<PAGE>


SECTION 8. FISCAL YEAR


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


SECTION 9. INEMNIFICATION OF DIRECTORS AND OFFICERS


           Each director or officer (including heirs, executors and
administrators), whether or not then in office, shall be indemnified by the
corporation to the fullest extent permitted by the then current provisions of
applicable law at the time indemnification is paid, except that the following
terms shall apply unless the Board for good cause determines otherwise. Each
such person shall be indemnified in such other or further respects as the Board
may determine, in connection with or arising out of the matters in which
involved by reason of being or having been a director or officer of the
corporation or acting in another capacity for the corporation while holding such
position(s), except for gross negligence or willful misconduct. Indemnification
as to any of the foregoing may include the cost of reasonable settlements (other
than amounts paid to the corporation itself) made with a view to curtailment of
costs and economic risks of litigation. The corporation shall not, however,
indemnify any director or officer with respect to matters as to which he or she
is finally adjudged in any such action, suit or proceeding to have been guilty
of gross negligence, willful misconduct, fraud or material misrepresentation to
the corporation, its Board of Directors, its shareholders, or any other person;
nor in respect of any matter in which any settlement or compromise is effected
if and to the extent the total expense, including the cost of such settlement,
shall substantially exceed the expense which might reasonably be incurred by
such director or officer in conducting such litigation to a final conclusion.
Indemnification shall not exclude any other rights to which any director or
officer may be entitled as a matter of law.


SECTION 10. AMENDMENT OF ARTICLES AND BYLAWS: SALE OF ASSETS. MERGER AND THE
            LIKE


           Section 10A. GENERAL AMENDMENT OF ARTICLES; SALE OF ASSETS, MERGER
AND THE LIKE. The following actions, in addition to those specified elsewhere
herein or in the articles of incorporation, shall require approval by the
holders of a majority of outstanding shares entitled to vote thereon.


               (1) Any change in the corporation's articles of incorporation,
except as otherwise indicated therein or in these bylaws.


               (2) The sale, Lease, exchange or other disposition of all or
substantially all or the assets or the corporation, whether for cash or other
property, including securities, and encompassing a recapitalization or other
exchange of securities, or any type of merger (nonexclusively including
consolidation. or combination).


           Section l0B. GENERAL AMENDMENT OF BYLAWS. Except as provided by Law,
the articles of incorporation or these bylaws, these bylaws may be repealed or
amended, and new bylaws may be adopted, by either the Board of Directors or the
shareholders, by the vote of a majority of directors or of the holders of a
majority of outstanding shares entitled to vote thereon. The Board of Directors
may not amend or repeal a bylaw adopted by shareholders if the shareholders
specifically provide such bylaw is not subject to amendment or repeal by the
directors.


           Section 10C. AMENDMENT OF ARTICLES OR BYLAWS FOR SUPERMAJORITY QUORUM
OR VOTE REQUIREMENT: DELAYED REPEAL OF THIS PROVISION. Any provision of these
bylaws or the corporation's articles of incorporation requiring mare than a
majority quorum or vote of directors or shareholders may be adopted and may be
amended or repealed, in



                                       13
<PAGE>

each case, only by the percentage vote specified in such provision, so long as
this requirement is in effect in this form. This requirement shall remain in
effect in thin form (A) until a unanimous vote amends or repeals it, unless it
is legally permissible for it to remain in this form as follows, (B) for six (6)
months after the taking of a vote or the giving of all the necessary signatures
on a consent, pursuant to which vote or consent this requirement is to be
repealed or amended or replaced in any fashion (for example, by merger with, or
by sale of assets to, a commonly controlled entity) effectively lowering or
permitting lowering the vote so required. This provision may only be repealed
or amended by shareholders, by a majority vote unless a different vote is
required by law or the articles of incorporation.


SECTION 11. CHECK. PETTY CASE AND OTHER ACCOUNT SIGNATURES


            All petty cash fund creations, fundings and access criteria; all
banking and similar account authorizations, checks, drafts, money orders,
deposit tickets for cash to depositor, deposited items for cash to depositor,
and instruments (negotiable or not) presented for cash payment; and any and all
other forms of financial instrument or document creating, or granting rights of
access by any person to, the corporation's financial accounts or funds, shall
only be executed as follows: ONE PERSON'S signature(s) shall be required, which
shall be THE PRESIDENT OR THE TREASURER OR OTHER WRITTEN DESIGNEE(S) OF THE
BOARD OF DIRECTORS. A petty cash fund of $500 in hereby established and way be
replenished (or reimbursement given) by check upon presentation of receipts to
the authorized signers.