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                                     BYLAWS

                                       OF

                          WORLD WIDE STONE CORPORATION
                      (AS AMENDED THROUGH NOVEMBER 2, 1998)






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                               TABLE OF CONTENTS

PART ONE  STOCK, STOCK CERTIFICATES AND SHAREHOLDERS.......................... 1

      1.1   Stock Certificates................................................ 1

      1.2   Stock Records..................................................... 1

      1.3   Transfer.......................................................... 1

      1.4   Stock Rules and Regulations....................................... 1

PART TWO  SHAREHOLDERS MEETINGS............................................... 1

      2.1   Regular and Special Meetings...................................... 1

      2.2   Annual Meeting.................................................... 1

      2.3   Special Meetings.................................................. 2

      2.4   Quorum............................................................ 2

      2.5   Notice............................................................ 2

      2.6   Proxies........................................................... 2

      2.7   Business to be Transacted......................................... 2

      2.8   Election of Directors............................................. 2

      2.9   Voting............................................................ 2

      2.10  Removal of Director............................................... 2

      2.11  Informal Action by Shareholders................................... 3

      2.12  Fixing Stockholder of Record Date................................. 3

      2.13  Chairman of Stockholders' Meetings................................ 3

      2.14  Number of Shares to be Voted ..................................... 3

      2.15  Rescinded or Cancelled Shares..................................... 3

      2.16. Holders of Record and Number of Shares Owned...................... 3

PART THREE  BOARD OF DIRECTORS................................................ 3

      3.1   Number and Eligibility............................................ 3

      3.2   Annual Meeting and Election of Chairman of the Board.............. 3

      3.3   Election of Officers.............................................. 4

      3.4   Special Meetings.................................................. 4

      3.5   Quorum and Waiver of Notice....................................... 4

      3.6   Voting............................................................ 4

      3.7   Filling Vacancies................................................. 4

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<PAGE>
                               TABLE OF CONTENTS
                                  (continued)

      3.8   Tenure............................................................ 4

      3.9   Compensation...................................................... 4

      3.10  Powers............................................................ 5

      3.11  Dividends......................................................... 5

      3.12  Consent Action.................................................... 5

PART FOUR  OFFICERS, POWERS AND DUTIES........................................ 5

      4.1  Officers........................................................... 5

      4.2  Tenure............................................................. 5

      4.3  Bonds and Other Requirements....................................... 5

      4.4  Removal of Officers................................................ 5

      4.5  President.......................................................... 5

      4.6  Vice President..................................................... 6

      4.7  Secretary.......................................................... 6

      4.8  Treasurer.......................................................... 6

      4.9  Other Officers..................................................... 6

      4.10 Salaries........................................................... 6

      4.11 Vacancies.......................................................... 7

PART FIVE  FISCAL AND LEGAL................................................... 7

      5.1 General............................................................. 7

      5.2 Contracts........................................................... 7

      5.3 Checks, Drafts, Etc................................................. 7

      5.4 Deposits............................................................ 7

      5.5 Gifts............................................................... 7

      5.6 Fiscal Year......................................................... 7

      5.7 Principal Offices................................................... 7

PART SIX   AMENDMENTS......................................................... 8

      6.1 Vote Required....................................................... 8

      6.2 Meetings for Adoption............................................... 8

PART SEVEN  MISCELLANEOUS..................................................... 8

      7.1 Election of Chairman Pro Tem........................................ 8

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                               TABLE OF CONTENTS
                                  (continued)

      7.2 Parliamentary Law................................................... 8

      7.3 Loans to Corporation................................................ 8

      7.4 Dealings by Directors............................................... 8

      7.5 Non-Liability of Shareholder, Officers and Directors................ 9

      7.6 Indemnification of Officers......................................... 9

      7.7 Authority to Sell Corporate Assets.................................. 9

      7.8 Corporate Seal...................................................... 9

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<PAGE>

                                     BYLAWS

                                       OF

                          WORLD WIDE STONE CORPORATION
                     (AS AMENDED THROUGH NOVEMBER 21, 1991)

                                    PART ONE

                   STOCK, STOCK CERTIFICATES AND SHAREHOLDERS

         1.1 STOCK  CERTIFICATES.  The  certificates  for shares of the  capital
stock  of the  corporation  shall  be in such  form  not  inconsistent  with the
Articles of Incorporation,  but shall be prepared or be approved by the Board of
Directors.  The certificates  shall be signed by the President or Vice President
and Secretary.

         1.2  STOCK  RECORDS.  A stock  register  shall be kept by the  Transfer
Agent,  who shall  accurately  record the issuance of each certificate of stock,
the date of issuance  thereof,  the name and post office  address of the person,
firm or corporation to whom issued.

         1.3 TRANSFER.  Shares of the capital stock of the corporation  shall be
transferable  only upon the books of the  corporation and of the Transfer Agent,
and the corporation shall not be bound to recognize any rights of any transferee
until  such  transfer  is so made  upon  the  books of the  corporation  and the
Transfer Agent.

         1.4 STOCK RULES AND  REGULATIONS.  The board of directors may make such
rules and regulations as it may deem expedient not inconsistent  with the Bylaws
or with the  Articles  of  Incorporation  concerning  the  issue,  transfer  and
registration of certificates for shares of the corporation.

                                    PART TWO

                              SHAREHOLDERS MEETINGS

         2.1  REGULAR  AND  SPECIAL  MEETINGS.  Place of  Meetings.  The  annual
meetings  shall  be the  only  regular  meetings  of the  shareholders.  Special
meetings of the  shareholders  may be held when called as hereinafter  provided.
Any  shareholders  meetings  may be held within or without the State,  but shall
always be held at the time and place  fixed in the call for such  meeting  or in
any resolution adjourning the same.

         2.2 ANNUAL  MEETING.  The annual  meeting of the  shareholders  for the
election of directors shall be held on a date in the month, following the end of
the  corporation's  fiscal year.  If, for any reason,  such meeting shall not be
held or a board of  directors  shall not be  elected  at such  meeting  or at an
adjournment thereof, a board of directors may be elected at a special meeting to
be called by the board of directors then in office or upon their order.
<PAGE>


         2.3 SPECIAL  MEETINGS.  Special meetings of the  shareholders,  for any
purpose  or  purposes  other  than the  election  of  directors  as  hereinabove
provided, may be held at the call of the chairman of the board, or the president
of the  corporation,  or the  board of  directors,  and  shall be  called by the
president  at the request of the  holders of  one-tenth  of all the  outstanding
shares of the corporation entitled to vote at the meeting.

         2.4  QUORUM.  Except as  otherwise  provided  by law, a majority of the
outstanding  shares of stock entitled to vote at any meeting shall  constitute a
quorum of such meeting.

         2.5 NOTICE.  Notice of all  shareholders  meetings shall be in writing,
signed by the  president  or  secretary.  A copy of such notice shall be sent by
mail not less  than  ten  days  not more  than 50 days  prior to the date of the
meeting,  to each  shareholder of record entitled to notice of such meeting,  at
the registered  post office  address of such  shareholder as it appears upon the
records of the  corporation.  Such notice  shall state the time and place of the
meeting and the  purpose for which it is called,  so far as is known at the date
of the notice,  and if the call be for an annual  meeting,  the notice  shall so
state.  Such notice shall be  sufficient  for such  meeting and any  adjournment
thereof.

         2.6 PROXIES. Any shareholder of the corporation entitled to vote at any
meeting may be represented  and vote at such meeting by a proxy  appointed by an
instrument  in  writing  signed  by him  or by  his  duly  authorized  agent  or
attorney-in-fact.

         2.7 BUSINESS TO BE TRANSACTED. Any question may be considered and acted
upon at an annual meeting,  but no question not stated in the call for a special
meeting  shall be acted upon  thereat  except by the consent of the holders of a
majority of the shares as reflected in the records of the corporation.

         2.8 ELECTION OF DIRECTORS. The directors shall be elected by a majority
of the shares at the annual shareholders meeting.  Prior to each annual election
of directors,  the shareholders  shall pass a resolution  designating the number
that shall  constitute  the board of directors  for the ensuing  year,  and such
number shall not be increased or  diminished  during any year except by the vote
of the holders of a majority of the  outstanding  stock of the  corporation at a
meeting legally held. The number of Directors shall be no less than three.

         2.9 VOTING.  The holders of common  stock of the  corporation  shall be
entitled  to one vote for each share of common  stock held at any  shareholder's
meeting. For purposes of this provision, the "holder" is to be determined by the
name appearing on the  corporation's  books,  except that shares standing in the
name of a  deceased  person  may be voted  by his  legal  representative,  and a
receiver may vote shares not standing in his name if he has the  authority to do
so by an appropriate order of the court which appointed him.

         2.10 REMOVAL OF DIRECTOR.  The  shareholders of the corporation may, at
any meeting  called for that purpose,  remove any director from office,  with or
without cause, by a vote of a majority of the outstanding shares of the class of
stock which elected the director or directors to be removed, provided,  however,
that no director  shall be removed in case the votes of a  sufficient  number of
shares are cast against his removal,  which if cumulatively voted at an election
of the entire board of directors, would be sufficient to elect him.

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<PAGE>

         2.11 INFORMAL ACTION BY SHAREHOLDERS.  Any action which may be taken by
the  shareholders  at a meeting may be taken without a meeting,  if a consent in
writing  setting  forth  the  action  so  taken  shall  be  signed  by  all  the
shareholders entitled to vote with respect to the subject matter of that action.

         2.12 FIXING  STOCKHOLDER  OF RECORD DATE. The directors may prescribe a
period not exceeding sixty days before the holding of any stockholders'  meeting
as the day of  which  stockholders  entitled  to  notice  of and to vote at such
meetings  must be  determined.  Only  stockholders  of  record  on that  day are
entitled to notice or to vote at such meeting.

         2.13  CHAIRMAN  OF  STOCKHOLDERS'   MEETINGS.   The  President  of  the
Corporation  shall serve as chairman of all  stockholders'  meetings  unless the
Directors prescribe an alternate Chairman for any meeting.

         2.14 NUMBER OF SHARES TO BE VOTED.  Shareholders  of record on the date
fixed by the  Directors  as the record  date under  paragraph  2.12 may vote the
number of  shares  owned by said  shareholder  on the  record  date if voting by
proxy;  if voting in person,  shareholder may elect to vote the actual number of
shares owned as of the meeting date, if this number is larger.

         2.15 RESCINDED OR CANCELLED  SHARES.  Stockholders  of record listed in
the records of the  Corporation's  transfer  agent,  as of the date fixed by the
Directors pursuant to paragraph 2.12, herein will not be deemed  stockholders of
record  in the  Corporate  books for  purposes  of being  entitled  to vote with
respect  to any  shares  of stock  which  have  been  cancelled,  rescinded,  or
otherwise   redeemed  by  the  Directors  prior  to  the  holding  of  any  such
stockholders' meeting.

         2.16 HOLDERS OF RECORD AND NUMBER OF SHARES OWNED.  If the  Corporation
recognizes a shareholder of record and accepts shares as issued and transferred,
such action shall be effective as of the date and time the Directors accept such
action,  even if the  stockholder  or the  shares  of  stock  have  not yet been
submitted to or accepted by the Corporation's  transfer agent. The Corporation's
main office records shall control in event of a conflict  between the records of
the Corporation at its main office and those of the transfer agent.

                                   PART THREE

                               BOARD OF DIRECTORS

         3.1 NUMBER AND  ELIGIBILITY.  The Board of Directors  shall  consist of
such  number of  directors,  not fewer  than one nor more than  nine,  as may be
determined  from  time to time by  resolution  of the  Board of  Directors.  All
directors  of the  Corporation  shall  be of  lawful  age  and may or may not be
shareholders of the Corporation.

         3.2 ANNUAL  MEETING AND ELECTION OF CHAIRMAN OF THE BOARD.  Immediately
after the adjournment of the annual shareholders meeting, the board of directors
elected  thereat shall convene in annual meeting and shall elect a chairman from
among its  number,  who shall hold  office for a period of one year or until his
successor  has been  duly  elected  and  qualified.  It shall be the duty of the
chairman to preside at all meetings of the  shareholders and board of directors,
and to insure compliance with the rules and regulations as herein set forth, and
to perform such duties as may be delegated to him and prescribed by the board of
directors.

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<PAGE>

         3.3  ELECTION  OF  OFFICERS.  At the  annual  meeting  of the  board of
directors,  the board shall elect the officers of the corporation as follows:  a
president,  a vice president,  a secretary,  a treasurer and such other officers
with such titles and with such powers and duties as may be deemed  necessary  by
the board of directors.

         3.4 SPECIAL MEETINGS. Special meetings of the board of directors may be
held from  time to time upon call  issued  by the  chairman,  the  president,  a
majority of the directors or the holders of a majority of the outstanding  stock
of the  corporation.  Such  meetings  may be held  either  within or without the
incorporating state, and may be held by means of conference telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
provision shall constitute presence in person at such meetings.

         Attendance  of a director  at a meeting  shall  constitute  a waiver of
notice of such meeting.

         Notice of special  meetings  of the board shall be signed by the person
or persons  calling the same as aforesaid.  Such notice shall state the time and
place of the meeting and the purposes for which it is called.

         3.5 QUORUM AND WAIVER OF NOTICE. A majority of the members of the board
at the time holding  office shall  constitute  a quorum for the  transaction  of
business.  No special  meeting of the board shall be valid unless  notice of the
meeting has been mailed to each member of the board as provided in paragraph 3.4
above, or the giving of such notice shall have been waived in writing.

         3.6 VOTING. Each director present shall be entitled to one vote at each
directors meeting. 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.

         3.7 FILLING VACANCIES.  Any vacancy in the Board of Directors or in the
officers of the Corporation caused by the death,  resignation,  removal or other
disqualification  of a director or an officer,  or a vacancy  resulting  from an
increase  in the number of  directors,  may be filled by a majority  vote of the
shareholders or of the remaining directors. If the directors remaining in office
constitute  fewer than a quorum of the Board,  they may fill the  vacancy by the
affirmative  vote of a majority of all of the directors  remaining in office.  A
vacancy  that will  occur at a specific  later  date by reason of a  resignation
effective at such later date may be filled before the vacancy  occurs,  provided
that the new director may not take office  until the vacancy  occurs.  If at any
time by reason of death or resignation or other cause,  the  Corporation  has no
directors remaining in office, any officer or any shareholder of the Corporation
may call a special meeting of shareholders.

         3.8  TENURE.  The  directors  shall hold  office from the time of their
election  until the next  annual  election  of  directors,  as provided by these
Bylaws, or until their successors are duly elected and qualified.

         3.9 COMPENSATION. By resolution of the board, the directors may be paid
their expenses,  if any, of attending board meetings or any committee  meetings.
Directors may be paid

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<PAGE>

a fixed sum for each meeting they  attend,  or may be paid a stated  salary as a
director or committee member. These payments will not preclude any director from
serving the company in any other  capacity and receiving  compensation  for that
service.

         3.10 POWERS. The business of this corporation shall be conducted by the
board of directors,  and the board shall have the right to fix the  compensation
of all officers and directors for services rendered and, except as prescribed in
these Bylaws to the contrary, prescribe their duties and powers.

         3.11  DIVIDENDS.  The board of directors  may declare  dividends on the
stock of the corporation as provided for by the laws of the incorporating state.

         3.12 CONSENT  ACTION.  Any action  required or permitted to be taken at
any meeting of the Board of Directors or of any  committee  thereof may be taken
without a meeting if a written  consent  thereto is signed by all the members of
the Board of Directors or of any such committee.

                                   PART FOUR

                           OFFICERS, POWERS AND DUTIES

         4.1  OFFICERS.  The  officers of this  corporation  shall  consist of a
president,  a vice president,  a secretary,  a treasurer and such other officers
with  such  titles,  powers  and  duties  as may be  prescribed  by the board of
directors.

         4.2  TENURE.  All  officers  shall hold  office  from the time of their
election  until the next annual  election of officers or until their  respective
successors  are elected and  qualified,  provided,  however,  any officer may be
removed  from office by a majority  vote of the  directors  at any legally  held
meeting of the board.

         4.3 BONDS AND OTHER  REQUIREMENTS.  The board of directors  may require
any  officer  to give  bond  to the  corporation  (with  sufficient  surety  and
conditioned  for the  faithful  performance  of the duties of his office) and to
comply with such other conditions as may from time to time be required of him by
the board.

         4.4 REMOVAL OF  OFFICERS.  If the  majority of the board  concurs,  the
board of directors may at any time,  with our without cause,  remove any officer
or agent of the corporation and declare his office or offices vacant, or, in the
case of the  absence  or  disability  of any  officer  or for any  other  reason
considered sufficient,  the board may temporarily delegate his powers and duties
to any other officer or to any director.

         4.5  PRESIDENT.  In the absence of the chairman,  the  president  shall
preside  at all  meetings  of the  shareholders  and  board  of  directors.  The
president, along with other authorized officers, shall sign for and on behalf of
the corporation,  or in its name, all certificates of stock,  deeds,  mortgages,
contracts and other instruments in writing,  except that contracts may be signed
with like effect by any other officer or employee of the  corporation  specified
in these Bylaws or designated by the board of directors.  While actively engaged
in conducting the business of the corporation,  he shall be charged with all the
duties and have all the authority customarily

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<PAGE>

performed and exercised by the chief executive of a corporation  organized under
the laws of the state,  and shall perform such other duties as may be prescribed
by the board.

         4.6 VICE PRESIDENT. The vice president shall have and may exercise such
powers and shall  perform such duties as may be delegated to him by the board of
directors or the president of the corporation.  The vice president shall, in the
event of the death,  absence, or other disability of the president,  perform all
the duties and exercise all the authority of the president.

         4.7 SECRETARY. It shall be the duty of the secretary to record and keep
the minutes of all meetings of the shareholders,  the board of directors and the
executive committee of the board of directors.  He shall fill in and countersign
all certificates of stock and keep the stock records of the corporation so as to
show the  aggregate  number of shares  outstanding  and the date,  the number of
shares, the name of the holders and all other necessary  information relating to
each outstanding  stock  certificate.  He shall keep the seal of the corporation
and affix and attest the same upon any  instrument  executed by the  corporation
requiring a seal, except as otherwise ordered by the board of directors.  At the
expiration  of his term,  from  whatever  cause,  he shall  surrender all books,
monies, papers and property of the corporation to his successor.

         4.8  TREASURER.  The  treasurer  or  assistant  treasurer  shall be the
custodian of all monies belonging to the corporation and shall hold all funds of
the  corporation  subject  to the order of the  board of  directors  or  persons
thereunto  authorized by the board of  directors.  He shall deposit the funds of
the  corporation  with such bank or banks as the board of directors  may approve
and designate.  At each annual meeting of the  shareholders,  and at each annual
meeting  of the  directors,  and  whenever  called  upon at any other  directors
meeting,  he shall  make a  complete  and  correct  report of his  accounts  and
disclose the true financial  condition of the  corporation.  He shall submit his
books and accounts for audit when so requested by the board of directors. At the
discretion of the board, he shall give bond,  made by a duly  authorized  surety
company, in such sum as may be required of him by the board, conditioned for the
proper  accounting of all monies and property coming into his hands by virtue of
his office.  The premium on such bond shall be paid by the  corporation.  At the
expiration of his term of office,  from whatever  cause, he shall deliver up all
books, papers and monies of the corporation to his successor.

         4.9 OTHER OFFICERS.  If an assistant  secretary be elected by the board
of  directors,  he shall have and may  exercise  the same powers and perform the
same duties as the  secretary,  and if an assistant  treasurer be elected by the
board,  he shall have and may  exercise  the same  powers and  perform  the same
duties as the treasurer. Such assistant secretary,  assistant treasurer, and any
and all other  officers  elected by the board shall have and may  exercise  such
powers and perform such duties as may be assigned to them by the board.

         4.10 SALARIES. Officers' salaries may from time to time be fixed by the
board of directors or be left up to the  discretion of the president  (except as
to his own). No officer will be prevented  from  receiving a salary by reason of
the fact that he is also a director of the corporation.

                                       6
<PAGE>

         4.11 VACANCIES. A vacancy in any office because of death,  resignation,
removal,  disqualification or otherwise, may be filled by the board of directors
for the unexpired portion of the term.

                                   PART FIVE

                                FISCAL AND LEGAL

         5.1  GENERAL.  All monies of every kind  belonging  to the  corporation
shall be deposited to its credit in a bank or banks  designated  by the board of
directors, and no monies shall be withdrawn therefrom unless the checks or other
orders  evidencing such  withdrawals are signed by such officers or employees of
the  corporation  as may be  designated  by resolution of the board of directors
duly adopted.

         5.2  CONTRACTS.  The board of directors  may  authorize  any officer or
officers,  agent or agents of the  corporation,  in addition to the  officers so
authorized by the Bylaws,  to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  corporation,  and such authority
may be general or confined  to specific  instances.  All  contracts  binding the
corporation shall be signed by the President or his officer designee.

         5.3 CHECKS,  DRAFTS, ETC. All checks, drafts, orders for the payment of
money,  notes or  other  evidences  of  indebtedness  issued  in the name of the
corporation shall be signed by such officer or officers,  agent or agents of the
corporation  and in such  manner  as shall  from time to time be  determined  by
resolution of the board of directors.  In the absence of such  determination  by
the board of directors,  such instruments shall be signed by the treasurer or an
assistant  treasurer and  countersigned  by the president or a vice president of
the corporation.

         5.4 DEPOSITS. All funds of the corporation shall be deposited from time
to time to the credit of the corporation in such banks, trust companies or other
depositories as the board of directors may select.

         5.5  GIFTS.  The  board  of  directors  may  accept  on  behalf  of the
corporation any contribution,  gift,  bequest or devise for the general purposes
or for any special purpose of the corporation.

         5.6 FISCAL YEAR. The fiscal year of this corporation  shall be that set
forth on the caption page of these Bylaws.

         5.7 PRINCIPAL OFFICES. The principal office of the Corporation shall be
located in the City of Chandler,  County of Maricopa, State of Arizona and shall
be changed to such other  place or places as the Board of  Directors  shall from
time to time designate.

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<PAGE>

                                    PART SIX

                                   AMENDMENTS

         6.1 VOTE REQUIRED. These Bylaws may be enlarged, amended or repealed by
a majority  vote of the  outstanding  stock of the  corporation  at any  regular
meeting of the shareholders or at any special meeting of the shareholders called
for that  purpose,  or by a  two-thirds  vote of the board of  directors  at any
meeting of the board of directors called for that purpose.

         6.2 MEETINGS FOR ADOPTION. Such amendment, enlargement or repeal may be
adopted at any annual meeting of the shareholders  without previous notice;  but
if contemplated at a special shareholders meeting, notice thereof shall be given
in the call for the meeting.

                                   PART SEVEN

                                  MISCELLANEOUS

         7.1 ELECTION OF CHAIRMAN PRO TEM. In the absence of the  chairman,  the
president and any vice president at any shareholders or directors  meeting,  the
shareholders  or  directors  present  shall elect a chairman  pro tem, who shall
preside  at the  meeting  and  exercise  the same  powers as the  chairman,  the
president or the vice president could if present.

         7.2 PARLIAMENTARY LAW. When not in conflict with these Bylaws, Robert's
Rules of Order, Revised,  75th Anniversary Edition,  shall establish the rule of
procedure at all shareholders and directors meetings, and the provisions of that
publication  are  incorporated  by  reference  herein as the ruling law for this
corporation.

         7.3 LOANS TO  CORPORATION.  Should any of the  shareholders be asked to
lend money to the corporation in the form of either  promissory  notes or bonds,
these loans should be executed in writing in the usual form for promissory notes
or bonds,  and shall bear the maximum  rate of interest  which the law permits a
corporation  to pay for money that the  corporation  may borrow.  This provision
applies  to all  monies  or  assets  which a  shareholder  may  transfer  to the
corporation with the intent that such monies or assets be treated as loans.

         7.4 DEALINGS BY  DIRECTORS.  No contract or other  transaction  between
this  corporation  and any other  corporation,  whether or not a majority of the
shares  of the  capital  stock  of  such  other  corporation  is  owned  by this
corporation,  and no act of this  corporation  shall in any way be  affected  or
invalidated  by the  fact  that any of the  directors  of this  corporation  are
pecuniarily  or otherwise  interested  in, or are directors or officers of, such
other corporation. Any director individually, or any firm of which that director
may be a member, may be a party to or may be pecuniarily or otherwise interested
in any contract or transaction of this corporation,  provided that the fact that
he or his firm have an  interest  in the  transaction  shall be  disclosed  to a
majority of the board of  directors  of this  corporation.  Any director of this
corporation  who is also a director  or officer of another  corporation  dealing
with this  corporation,  or who has any personal interest in a matter before the
board of this  corporation,  may be counted in  determining  the  existence of a
quorum at any meeting of the board of directors of this corporation which shall

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authorize  any action that may affect that  director or that other  corporation.
That director may vote at such a meeting as if he were not a director or officer
of the other corporation or was not personally interested.

         7.5   NON-LIABILITY  OF  SHAREHOLDER,   OFFICERS  AND  DIRECTORS.   The
shareholders,   officers  and  directors  of  this  corporation   shall  not  be
individually liable for the corporation debts or other liabilities,  and private
property  of  such  individual  shall  be  exempt  from  corporation   debts  or
liabilities.

         7.6 INDEMNIFICATION OF OFFICERS.  The corporation shall indemnify every
person, his heirs,  executors and administrators against all expenses reasonably
incurred by such person in  connection  with any action,  suit or  proceeding to
which such person may be made a party by reason of that  person  being or having
been a  director  or officer of this  corporation,  or by reason of that  person
being or having  been a director  or officer of any other  corporation  of which
this corporation is a shareholder or creditor,  and from which other corporation
such person is not entitled to be  indemnified,  or by reason of such officer or
director  or former  officer  or former  director  becoming  a party to any such
action,  suit  or  proceeding  at the  request  of or at the  direction  of this
corporation  or any  successor  hereto;  provided,  however,  there  shall be no
indemnification  in  relation  to any  matter as to which such  person  shall be
finally adjudged in such action,  suit or proceeding to be liable for negligence
or misconduct.  In the event of a settlement of such action, suit or proceeding,
indemnification  of such person shall be provided only in  connection  with such
matters  covered by such  settlement as to which the  corporation  is advised by
counsel that such person to be indemnified did not commit such a breach of duty.
This right of  indemnification  shall be exclusive of other rights to which such
person may be entitled. As used in this Bylaw, expenses shall include, but shall
not be limited to, amounts of judgments, penalties or fines and interest thereon
for  reasonable  periods of time,  rendered,  levied or  adjudged  against  such
persons,  costs of the  action,  suit or  proceeding,  attorneys'  fees,  expert
witness fees and amounts paid in settlement by such persons,  provided that such
settlement  shall have been or is thereafter  approved by the board of directors
of this  corporation.  This Bylaw is made a part of these  Bylaws to comply with
and to take full advantage of state laws governing such indemnification.

         7.7  AUTHORITY  TO  SELL   CORPORATE   ASSETS.   With  the  consent  or
ratification  in writing or pursuant to the vote of the holders of a majority in
interest of the capital  stock  issued and  outstanding,  the board of directors
will have the powers and authority to lease, sell, assign,  transfer,  convey or
otherwise dispose of the entire property of the corporation, irrespective of the
effects  thereof upon the continuance of the business of the corporation and the
exercise of its franchise;  but the corporation  may not be dissolved  except as
provided by the laws of the incorporating state.

         7.8 CORPORATE  SEAL.  The Board of Directors  shall provide a Corporate
Seal which  shall be in the form of a circle and shall bear the full name of the
corporation,  the  year of its  incorporation  and the  words  "Corporate  Seal,
Nevada". The facsimile of such Corporate Seal shall be affixed hereto.

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