BYLAWS

OF

A Nevada Corporation

ARTICLE I

Offices

Section 1. The registered office of this corporation shall be
in the County of Clark, State of Nevada.

Section 2. The corporation may also have offices at such
other places both within and without the State of Nevada as
 the Board of Directors may from time to time deter-mine
 or the business of the corporation may require.

ARTICLE II

Meetings of Stockholders

Section 1. All annual meetings of the stockholders
shall be held at the registered office of the corporation
 or at such other place within or without the State of
 Nevada as the directors shall determine. special meetings
of the stockholders may be held at such time and place
 within or without the State of Nevada as shall be stated
 in the notice of the meeting, or in a duly executed waiver
 of notice thereof.

Section 2.AnnualMeetings	of thestockholders, commencing
with the year _.shall be held on the day of	each year if not
	a legal holiday and, if a legal holiday, then on-the next
secular day following, or at such other time as may be
set by the Board of Directors from time to time, at which
	the stockholders shall elect by vote a Board of Directors
and transact such other business as may properly be
brought before the meeting.

Section 3. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed
 by statute or by the Articles of

1

Incorporation, may be called by the President
or the Secretary by resolution of the Board
of Directors or at the request in writing of
stockholders owning a majority in amount of
the entire capital stock of ' the corporation
issued and our-standing and entitled 'to vote.
 Such request shall state the purpose of the proposed meeting.

Section 4. Notices of meetings shall be in writing and
 signed by the President or a vice-President or the Secretary
or an Assistant Secretary or by 'such other person or persons
 as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is
 called and the time and the place, which may be within or
without this State, where it is to be held. A copy of such
 notice shall be either delivered personally to or shall
 be mailed, postage prepaid, to each stockholder of
record entitled to vote at such =acting not less than
ten nor more than sixty days before such meeting. If mailed,
 it shall he directed to a stockholder at his address
as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof
 shall be complete and the time of the notice shall begin
 to run from the date upon which such notice is deposited
in the mail far transmission to such stockholder. Personal
delivery of any such notice to any officer of a corporation
 or association, or to any member of a partnership shall
constitute. delivery of such notice to such corporation,
association or partnership. In the event of the transfer of
 stock after delivery of such notice of and prior to the
holding of the meeting it shall not be necessary to deliver
or mail notice of the meeting to the transferee.

Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the
notice.

Section 6. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat. present in
person or represented by proxy, shall constitute a quorum
 at all meetings of the stockholders for the transaction
 of business except as otherwise provided by statute
or by the Articles of Incorporation. If, however, such
quorum shall not be present or represented at any meeting of
the stockholders, the

2
stockholders entitled to vote thereat, present in person
 or represented by proxy, shall have power to adjourn
 the meeting from time to time, without notice other
than announcement at the meeting, until a quorum,
 shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented. any
business may be transacted which might have been transacted
at the meeting as originally notified.

Section 7. When a quorum is present or represented at
 any meeting. the vote of the holders of a majority of
 the stock having voting power present in person or represented
 by proxy shall be sufficient to elect directors or to decide
any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or
of the Articles, of Incorporation, a different vote is
required in which case such express provision shall
govern and control the decision of such question.

Section 8. Each stockholder of record of the corporation
 shall be entitled at each meeting of stockholders to one
 vote for each share of stock standing in his name on the
 books of the corporation. Upon the demand of any stockholder,
 the vote for directors and the vote upon any question before
 the meeting shall be by ballot.

Section 9. At any meeting of the stockholders any stockholder
 may be represented and vote by a proxy or proxies appointed
by an instrument in writing. In the event that any such
instrument in writing shall designate two or more persons to
 act as proxies, a majority of such persons present at the
meeting, or, -if only one shall be present, then that
one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons
so designated unless the instrument shall otherwise provide.
No proxy or power of attorney to vote shall be used to vote
 at a meeting of the stockholders unless it shall have been
filed with the secretary of the meeting when required by the
inspectors  of election. All questions regarding the
qualification of voters. the validity of proxies and the
acceptance or rejection of votes shall
 be decided by the inspectors of election who shall be
appointed by the Board of Directors, or if not

3
SO appointed, then by the presiding officer of the meeting.

Section 10. Any action which may be be taken by the vote
 of the stockholders at a Meeting MAY be taken without a
meeting if authorized by the written consent of stockholders
 holding at least a majority of the voting power, unless
the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion
of written consents shall be required.

ARTICLE III

Directors

Section 1. The business of the corporation shall
be managed by its Board of Directors which may
exercise all such powers of the corporation and do all
 such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these Bylaws
 director or required to be exercised or done by the
stockholders.

section 2. The number of directors which shall constitute the
whole board shall be

The number of directors may from time to time be increased
decreased to not less than one nor more than fifteen by
action of the Board of Directors. The directors shall be elected
at the annual meeting of the stockholders and except as provided
in Section 2 of this Article, each director elected shall
hold office until his successor is elected and qualified.
Directors need not be stockholders.

Section 3. Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be
filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders.
 The holders of a two-thirds of the outstanding shares of stock
entitled to vote may at any time peremptorily terminate the
term of office of all or any of the directors by vote
at a meeting called for such purpose or by a written statement
4

filed with the secretary or, in his absence, with any other
officer. Such removal shall be effective immediately, even if
successors are not elected simultaneously and the vacancies on
the-Board of Directors resulting therefrom shall be filled
only by the stockholders.

A vacancy or vacancies in the Board of Directors shall be deemed
to exist in case of the-death, resignation or removal of any directors,
or if the authorized number of directors be increased, or if the
stockholders fail at any annual or special meeting of stockholders at which
any director or directors are elected to elect the full authorized
number of directors to be voted for at that meeting.

The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors.
If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the Board or the
stockholders shall have power to elect a successor to take office
ehen the resignation is to become effective.

No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of his term
of office.

	ARTICLE I_V
meetings of the Board of Directors

Section 1. Regular meetings of the Board of Directors shall be
 held at any place within or without the State which has been
designated from time to time by resolution of the Board or by written
consent' of all members of the Board. In the absence of such
designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may
be held either at a place so designated or at the registered
office.

section 2. The first meeting of each newly elected Board
of Directors shall be held immediately following the

adjournment of the meeting of stockholders

5
and at the place thereof. No notice of such
meeting shall be necessary to the directors
in order legally to constitute the meeting,
provided a quorum be present. In the event
such meeting is not so held, the netting may be
 held at such time and place as shall be
specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.

Section 3. Regular meetings of the Board of Directors
may be held without call or notice at such time and at such
place as shall from time to time be fixed and
determined by the Board of Directors.

Section 4. Spacial meetings of the Board of Directors
 may be called by the Chairman or the President or by
any Vice-President or by any two directors.

written notice of the time and place of
special meetings shall be delivered personally to
each director, or sent to each director by
mail or by other form of written communication,
charges prepaid, addressed to him at his address
as it is shown upon the records or is not readily
ascertainable, at the place in which the meetings
of the directors are regularly held. In case such notice
is mailed or telegraphed, it shall be deposited in the United
 States mail or delivered to the telegraph company at
least forty eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered
 as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing or
 delivery as above provided shall be due, legal
and personal notice to such director.

Section S. Notice of the time and place of holdinq
an adjourned meeting need not be given to the absent
 directors if the time and place be fixed at the meeting
 adjourned.

Section 6. The transactions of any meeting of the
Board of Directors, however called and noticed
of wherever held, shall be as valid as though had
 at a meeting duly held after regular call and
notice, if a quorum be present. and if, either
before or after the meeting. each of the directors not
present signs a
6

written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents
 or approvals shall be filed with the corporate records or made a
part of the minutes of the meeting.

Section 7. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction
 of business, except to adjourn as hereinafter provided. Every
 act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of directors, unless a greater
number be required by law or by the Articles of Incorporation.
Any action of a majority, although nor at a regularly called
meeting, and the record thereof, if assented to in writing
by all of the other members of the Board shall be as valid and
effective in all respects as if passed by the Board in regular meeting.

Section 8. A quorum of the directors may adjourn any directors meeting
 to meet again at a stated day and hour; provided, however, that in the
absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from
to time until the time fixed for the next regular meeting of the Board.

ARTICLE V

Committees of Directors

section 1. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more committees
of the Board of Directors, each committee to consist of two or more
of the directors of the corporation which, to the extent provided in
the resolution, shall have and may exercise the power of the Board
 of Directors in the management of the business and affairs of the
corporation and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it.
such committee or committees shall have such name or names
as may be determined from time to time by the Board of
Directors. The members of any such committee present at

any meeting and not disqualified from voting may,
whether or not they constitute a quorum, unanimously
 appoint another member of the Board of Directors to
act at the meeting in the place of any absent or
disqualified member. At meetings of such committees,
 a majority of the members or alternate members shall
constitute a quorum for the transaction of business,
 and the act of a majority of the members or alternate
 members at any meeting at which there is a quorum
shall be the act of the committee.

Section 2. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.

Section 3. 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 members of
the Board of Directors or of such committee, as the case may be,
 and such written consent is filed with the minutes of
proceedings of the Board or committee.

ARTICLE VI

Compensation of Directors

Section 1. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as director.
 No such payment shall preclude any director from serving
the corporation in any other capacity and receiving
compensation therefor. Members of special or standing
committees may be allowed like reimbursement and
compensation for attending committee meetings.

ARTICLE VII

Notices

Section 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors
 or stockholders at their addresses appearing on the books
of the corporation.
8

Notice by mail shall be deemed to be given at the time
when the same shall be mailed. Notice to directors may also be
 given by telegram.

Section 2. Whenever all parties entitled to vote at
 any meeting, whether of directors or stockholders, consent,
 air-her by a writing on the records of the meeting or
filed with the secretary, or by presence at such meeting
 and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without
objection, the doings of such meeting shall be as
valid as if had at a meeting regularly called and
 noticed, and at such meeting any business may be
transacted which is not excepted from the written consent
or to the consideration of which no objection for want
of notice is made at the time, and If any meeting be irregular
 for want of notice or of such consent, provided a quorum
was present at such meeting, the proceedings of said meeting
 may be ratified and approved and rendered likewise valid
and the irregularity or defact therin waived by a writing
signed by all parties having the right to vote at such meeting;
and such consent or approval of stockholders may be by proxy
or attorney, but all such proxies and powers of attorney must be
in writing.

Section 3. Whenever any notice whatever is required
to be given under the provisions of the statutes,
 of the Articles of Incorporation or of  these Bylaws, a
waiver thereof in writing, signed by the person or persons
 entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

ARTICLE VII

Officers

Section 1. The officers of the corporation shall be chosen by the Board of
 Directors and shall be a President, a Secretary and a Treasurer. Any
person may hold two or more offices.


Section 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall

9
choose a Chairman of the Board who shall be
a director, and shall choose a President, a Secretary
 and a Treasurer, none of whom need be directors.

Section 3. The Board of Directors may appoint
a Vice-Chairman of the Board, Vice-Presidents and
one or more Assistant Secretaries and Assistant Treasurer
 and such other officers and agents as it shall
deem necessary who shall hold their offices for such terms and.
shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.

Section 4. The salaries and compensation of all officers
 of the corporation shall be fixed by the Board of Directors.

Section S. The officers of the corporation shall hold office
 at the pleasure of the Board of Directors. My officer
elected or appointed by the Board of Directors may be
 removed at any time by the Board of Directors. Any
 vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall
be filled by the Board of Directors.

section 6. The Chairman of the, Board shall preside at
 meetings of the stockoldars and the Board of Directors,
 and shall see that all orders and resolutions of
the Board of Directors are carried into effect.

Section 7. The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the
 duties and exercise the powers of the chairman of the
 Board and shall perform such other duties as the
Board of Directors may from time to time prescribe

Section S. The President shall be the chief executive
officer of the corporation and shall have active
management of the business of the corporation. He shall
 execute on behalf of the corporation all instruments
requiring such execution except to the extent the
signing and execution thereof shall be expressly
designated by the Board of Directors to some other
0fficer or agent of the corporation.

10
Section 9.The Vice President shall act Under
the direction of the President and in the absence or
disability of the President shall perform the duties
 duties and
exercise the powers of the President. They shall l perform
such other duties and have such other powers as the
President or the Board of Directors may designate from time to
time prescribe.The Board of Directors may  designate one or
more Executive Vice-Presidents or may otherwise  specify
the order of seniority of the Vice-Presidents.  The
duties and powers of the President shall descent to the
Vice-Presidents in such specified order of senority
Section 10. The Secretary- Shall act under the direction of the
President. Subject to the direction or the President he shall
attend all meetings of the Board of   Directors and all voting of
 the stockholders and record the proceedings. He shall perform like
duties for the standing committees when required. He shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of directors, and shall perform such other
duties AS may be prescribed by the President or the Board of
Directors.

Section 11. The Assistance Secretary shall act under
direction of the President. In order of their
seniority. unless otherwise determined by the
 President or the Board of Directors. They shall,
in the absence or disability of the secretary, perform
the duties and exercise the powers of the Secretary.
 They shall perform such other duties and have such Other
 powers as the President or
 the Board of Directors may from tine to time prescribe.

	Section 12. The Treasurer shall Act under the
direction of the President. subject to the direction of
the President he shall have custody of the corporate
funds and securities and shall keep full and accurate
accounts of receipts and disbursements In books belonging
to the corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by
the Board of Directors. He shall disburse the funds of
the corporation as may be ordered by the President or the
Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and vice President


Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition
 of the corporation.

Section 13. If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety
 or sureties as shall be satisfactory to the Board of Directors
 for the faithful performance of the duties of his
office and for* the restoration to the corporation,
in cast of his death, resignation, retirement or removal
 from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession
 or under his control belonging to the corporation.

Section 14. The Assistant Treasurer In the order of
 their seniority. unless otherwise determined by
President or the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They
 shall perform such other duties and have such other
powers as the President or the Board of Directors
may from time to time prescribe.

ARTICLE IX

certificates of Stock

Section 1. Every stockholder shall be entitled to have a
 certificate signed by the President or a Vice President and
the Treasurer or an Assistant Treasurer, or the secretary
 or an Asssistant Secretary of the corporation, certifying
 the number of shares owned by him in the corporation.
 if the corporation shall be authorized to issue more
than one class of stock or more than one series of any
class, the designations, preferences and relative, participating
optional or other special rights of the various classes of
stock or series thereof and the qualifications, limitations
or restrictions of such rights. shall be set forth in full
or summarized an the face or back of the certificate which
the corporation shall issue to represent such stock.

12

Section 2. If a certificate is signed by a transfer agent
other than the corporation or its employees or (2) by a
registrar other than the corporation or its employees, the
signatures of the officers of the corporation may be
 facsimiles. In case any office.- who has signed or whose
facsimile signature has been placed upon a certificate shall
 cease to be such officer before such certificate is issued,
 such certificate may be issued with the same effect as though
 the person had not ceased to be such officer. The seal of
the corporation. or a facsimile thereof. may, but need not be,
affixed to certificates of stock.

Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost
destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost
or destroyed. When authorizing such issue of a new certificate
 or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
there-of, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
 advertise the same in such manner as it shall require
 and/or give the corporation a bond in such sum as it may
 direct as indemnity against any claim that may be made
against the corporation with respect to the certificate
alleged to have been lost or destroyed.

Section 4. Upon surrender to the corporation or the
 transfer agent of the corporation of a certificate for
 shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer,
it shall be the duty of the corporation, if it is satisfied that
 all provisions of the laws and regulations applicable
 to the corporation regarding transfer and ownership of
shares have been complied with, to issue a new certificate
 to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

Section 5. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the date of
any meeting of

13


stockholders,or the date for the payment of any
dividend, or the date for the allotment of rights. or the
date when any change or conversion or exchange of capital
stock shall gointo effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as
a record date for the determination of the stockholders
entitled to notice of and to vote at any such meeting,
and any adjournment thereof, or entitled to receive
payment of any such dividend, or to give such consent,
and in such case, such stockholders, and only such
stockholders as shall be stockholders of record on the
date so fixed, shall be entitled to notice of and to vote
at such meeting, or any adjournment thereof, or to
receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to
give such consent, as the case may be. notwithstanding
any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.

Section 6. The corporation shall be entitled
 to recognize the person registered on its books
 as the owner of shares to be the exclusive
owner for all purposes including voting and dividends,
 and the corporation shall not be bound to recognize
 any equitable or other claim to or interest in such
share or shares on the part of any other person,
whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Nevada.

ARTICLE X

General Provisions

Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles
 of Incorporation. if any, may be declared by the
Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash. in
property or in shares of the capital stock, subject
to the provisions of the Articles of incorporation.

Section 2. Before payment of any dividend, there may be
 set aside out of any funds of the corporation available
for dividends such sum or sums as the directors from
time to time, in their absolute
14


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

Section 3. All checks or demands for money and
notes of the corporation shall br signed by
such officer or officers or such other
person or persons as the board of Directors may from
time to time designate.

Section 4. The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.

Section S. The corporation may or may not have a
corporate seal, as may from time to time be determined
by resolution of the Board of Directors. If a corporate
seal is adopted, it shall have inscribed thereon the
 name of the corporation and the words "Corporate Seal"
 and "Nevada". The seal may be used by causing it
or a facsimile thereof to be impressed or affixed
or in any manner reproduced.

ARTICLE XI

Indemnification

Every parson who was or is a party or is threatened to be
 made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person
of whom he is the legal representative is or was a director
 or officer of the corporation or in or was serving at
 the request of the corporation or for its benefit as a
director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under the General
Corporation Law of the State of Nevada from time to
against all expenses, liabiIity and loss (including
attorneys' fees, judgments, fines and amounts Paid or
to be paid in settlement) reasonably incurred or suffered
 by him in
connection therewith. The expenses Of officers and
directors incurred in defending a civil or criminal
 action. suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to
 repay the amount if it is ultimately determined by
 a court of competent Jurisdiction that he is not entitled
to be indemnified by the corporation. Such right of indemnification
shall be a contract right ;which may be enforced in any
manner desired by such person. Such right of indemnification shall
 not be exclusive of any other right which such
directors, officers or representatives may have or hereafter
 acquire and, without limiting the generality of such statement,.
 they shall be entitled to their respective rights of indemnification
 under any bylaw, agreement, vote of stockholders, Article.

The Board of Directors may cause the corporation to purchase
and maintain insurance on behalf of any person who is or
was a director or officer as a director or officer of
corporation, or as its representative in a partnership.
Joint venture. trust or or-her enterprise against any liability
 asserted against such person and incurred in any such capacity
or arising out of such status, whether or not the corporation
 would have the power to indemnify such person.

The Board of Directors may from time to time adopt further Bylaws
with respect to indemnification and may amend these and such Bylaws
to provide at all times the fullest indemnification permitted
by the General Corporation Law of the State of Nevada.

ARTICLE XII

Amendments

section 1. The Bylaws may be amended by a majority vote of all
the stock issued and outstanding and entitled to vote at any annual or
 special meeting of the

16
stockholders, provided notice of intention to amend shall
have been contained in the notice of the meeting.

Section 2. The Board of Directors by a majority vote
 of the whole Board at any meeting may amend these
 Bylaws, including Bylaws adopted by the stockholders,
 but the stockholders may from time to time specify
particular provisions of the Bylaws which shall not be
 amended by the Board of Directors.

APPROVED AND ADOPTED this 28th day of February

1997

I
Marilyn Markus

secetary


17

CERTIFICATE OF SECRETARY

			I hereby certify that I am the Secretary
of CLEAR WATER MINING and that the foregoing Bylaws,
consisting  of 18 pages,constitute the code of Bylaws of
 as duly adopted at
a regular meeting of the Board of Directors of the corporation
held at Kelowna B.C. Feb 28, 1997.
		-
			IN WITNESS WHEREOF, I have hereunto subscribed
	my name this 28th day of February, 1997


							Marilyn Markus
							secretary


18