AMENDED BYLAWS OF
                                 ZANNWELL INC.,
                              A NEVADA CORPORATION



                                    ARTICLE I
                                     OFFICES

     1.1.      Resident  Office.  The  resident  office  of  ZannWell  Inc. (the
               ----------------
"Company")  required  by  Section  78.035  of the Nevada Revised Statutes or any
successor  statute  (the "NRS") to be maintained in the State of Nevada shall be
the  resident  office  named in the Articles of Incorporation of the Company, as
they  may  be  amended  or restated from time to time in accordance with the NRS
(the  "Articles  of  Incorporation").

     1.2.      Other  Offices.  The  Company may also have offices at such other
               --------------
places  both within and without the State of Nevada as the Board of Directors of
the Company (the "Board of Directors") may determine from time to time or as the
business  of  the  Company  may  require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     2.1.      Place  of Meetings.  Meetings of the Company's stockholders shall
               ------------------
be held at such place within or without the State of Nevada as may be designated
by the Board of Directors or the officer calling the meeting, or, in the absence
of  such  designation,  at  the  principal  office  of  the  Company.

     2.2.      Annual  Meeting.  An  annual meeting of the stockholders, for the
               ---------------
election  of  directors to succeed those whose terms expire or to fill vacancies
and  for  the transaction of such other business as may properly come before the
meeting,  shall  be  held  on  such date and at such time as is set forth in the
notice  of  the  meeting, which date shall be within 13 months subsequent to the
last annual meeting of stockholders.  At the annual meeting of the stockholders,
only such business shall be conducted as shall have been properly brought before
the  annual  meeting  as set forth in Paragraph 2.8 hereof.  Failure to hold the
annual  meeting  at  the  designated  time  shall  not work a dissolution of the
Company.

     2.3.      Special  Meetings.  Subject  to  the rights of the holders of any
               -----------------
series  of  the  Company's  preferred  stock,  par  value  $0.001 per share (the
"Preferred  Stock"),  as  designated  in any resolutions adopted by the Board of
Directors  and filed with the State of Nevada (a "Preferred Stock Designation"),
special  meetings of the stockholders may be called at any time by those persons
set  forth  in the Articles of Incorporation, or as may otherwise be provided by
the  NRS.  Upon  written request of any person or persons who have duly called a
special  meeting,  it  shall be the duty of the Secretary to fix the date of the
meeting  to  be held not less than 10 nor more than 60 days after the receipt of
the  request  and  to  give  due notice thereof, as required by the NRS.  If the
Secretary shall neglect or refuse to fix the date of the meeting and give notice
thereof,  the  person  or  persons  calling  the  meeting  may  do  so.

     2.4.      Notice  of  Meeting.  Written  or printed notice of all meetings,
               -------------------
stating  the  place, day and hour of the meeting and the purpose or purposes for
which  the  meeting is called, shall be delivered not less than 10 nor more than
60  days  before the date of the meeting, either personally or by mail, by or at
the  direction  of  the  Chairman of the Board or Secretary, to each stockholder
entitled  to vote at such meeting.  If mailed, such notice shall be deemed to be
delivered to a stockholder when deposited in the United States mail addressed to
such  stockholder  at  such  stockholder's  address  as  it appears on the stock
transfer  records  of  the  Company,  with  postage  thereon  prepaid.

     2.5.      Registered  Holders of Shares; Closing of Share Transfer Records;
               -----------------------------------------------------------------
               and  Record  Date.
               -----------------
               (a)     Registered  Holders as Owners.  Unless otherwise provided
                       -----------------------------
under  the  NRS,  the Company may regard the person in whose name any shares are
registered  in  the stock transfer records of the Company at any particular time
(including,  without  limitation,  as  of  a  record  date  fixed  pursuant  to
subparagraph (b) of this Paragraph 2.5) as the owner of such shares at that time
for  purposes  of  voting, receiving distributions thereon or notices in respect
thereof,  transferring such shares, exercising rights of dissent with respect to
such  shares,  entering  into  agreements with respect to such shares, or giving
proxies  with  respect  to  such  shares; and neither the Company nor any of its
officers,  directors,  employees  or  agents  shall  be


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liable  for  regarding  that person as the owner of such shares at that time for
those  purposes,  regardless  of whether that person possesses a certificate for
such  shares.

               (b)     Record Date.  For the purpose of determining stockholders
                       -----------
entitled  to  notice  of  or  to  vote  at  any  meeting  of stockholders or any
adjournment thereof, or entitled to receive a distribution by the Company (other
than  a distribution involving a purchase or redemption by the Company of any of
its  own  shares)  or  a  share dividend, or in order to make a determination of
stockholders  for  any  other  proper purpose, the Board of Directors may fix in
advance  a  date  as the record date for any such determination of stockholders,
such  date  in  any  case to be not more than 60 days and not less than 10 days,
prior to the date on which the particular action requiring such determination of
stockholders  is  to be taken.  The Board of Directors shall not close the books
of  the Company against transfers of shares during the whole or any part of such
period.

     If the Board of Directors does not fix a record date for any meeting of the
stockholders, the record date for determining stockholders entitled to notice of
or  to  vote  at  such meeting shall be at the close of business on the day next
preceding  the day on which notice is given, or, if in accordance with Paragraph
7.3  of  these Bylaws notice is waived, at the close of business on the day next
preceding  the  day  on  which  the  meeting  is  held.

     2.6.      Quorum  of  Stockholders; Adjournment.  Unless otherwise provided
               -------------------------------------
in  the  Articles  of  Incorporation,  a  majority  of the outstanding shares of
capital  stock of the Company entitled to vote, present in person or represented
by  proxy, shall constitute a quorum at any meeting of the stockholders, and the
stockholders  present  at  any duly convened meeting may continue to do business
until  adjournment notwithstanding any withdrawal from the meeting of holders of
shares  counted  in  determining  the  existence  of a quorum.  Unless otherwise
provided  in  the  Articles of Incorporation or these Bylaws, any meeting of the
stockholders  may  be adjourned from time to time by the chairman of the meeting
or  the  holders  of  a majority of the issued and outstanding stock, present in
person  or  represented  by  proxy,  whether or not a quorum is present, without
notice  other  than  by announcement at the meeting at which such adjournment is
taken,  and at any such adjourned meeting at which a quorum shall be present any
action may be taken that could have been taken at the meeting originally called;
provided  that  if  the  adjournment  is  for more than 30 days, or if after the
adjournment  a  new  record date is fixed for the adjourned meeting, a notice of
the  adjourned  meeting shall be given to each stockholder of record entitled to
vote  at  the  adjourned  meeting.

     2.7.      Voting  by  Stockholders.
               ------------------------

               (a)     Voting  on  Matters Other than the Election of Directors.
                       --------------------------------------------------------
With respect to any matters as to which no other voting requirement is specified
by  the  NRS, the Articles of Incorporation or these Bylaws, and, subject to the
rights  of the holders of any series of Preferred Stock to elect directors under
specific  circumstances,  the  affirmative  vote required for stockholder action
shall  be  that  of a majority of the shares present in person or represented by
proxy  at the meeting (as counted for purposes of determining the existence of a
quorum  at  the  meeting).  In  the case of a matter submitted for a vote of the
stockholders  as to which a stockholder approval requirement is applicable under
the  stockholder  approval  policy  of any stock exchange or quotation system on
which  the  capital  stock  of the Company is traded or quoted, the requirements
under  the  Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any  provision  of  the  Internal Revenue Code, in each case for which no higher
voting  requirement  is  specified  by the NRS, the Articles of Incorporation or
these  Bylaws,  the  vote  required  for  approval  shall  be the requisite vote
specified  in  such  stockholder  approval  policy, the Exchange Act or Internal
Revenue  Code  provision, as the case may be (or the highest such requirement if
more  than  one  is  applicable).

               (b)     Voting  in  the  Election of Directors.  Unless otherwise
                       --------------------------------------
provided in the Articles of Incorporation or these Bylaws in accordance with the
NRS,  directors shall be elected by a plurality of the votes cast by the holders
of  outstanding  shares  of capital stock of the Company entitled to vote in the
election of directors at a meeting of stockholders at which a quorum is present.

               (c)     Consents in Lieu of Meeting.  Pursuant to the Articles of
                       ---------------------------
Incorporation,  no  action  that  is  required  or  permitted to be taken by the
stockholders of the Company at any annual or special meeting of stockholders may
be  effected by the written consent of stockholders in lieu of a meeting, unless
the  action to be effected by the written consent of stockholders and the taking
of such action by written consent have been expressly approved in advance by the
Board  of  Directors.


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               (d)     Other.  The Board of Directors, in its discretion, or the
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officer of the Company presiding at a meeting of stockholders of the Company, in
his discretion, may require that any votes cast at such meeting shall be cast by
written ballot.

     2.8.      Business  to  be  Conducted  at  Annual  or  Special  Stockholder
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Meetings.  At  any annual or special meeting of stockholders, only such business
shall  be  conducted, and only such proposals shall be acted upon, as shall have
been  disclosed in the notice delivered to the stockholders with respect to such
meeting.

     2.9.      Proxies.  Each  stockholder  entitled  to  vote  at  a meeting of
               -------
stockholders  may  authorize  another person or persons to act for him by proxy.
Proxies  for  use  at  any  meeting  of  stockholders  shall  be  filed with the
Secretary, or such other officer as the Board of Directors may from time to time
determine  by  resolution,  before  or  at the time of the meeting.  All proxies
shall  be  received  and  taken  charge of and all ballots shall be received and
canvassed  by  the  secretary  of  the  meeting  who  shall decide all questions
relating  to  the  qualification of voters, the validity of the proxies, and the
acceptance  or  rejection of votes, unless an inspector or inspectors shall have
been  appointed by the chairman of the meeting, in which event such inspector or
inspectors  shall  decide  all  such  questions.

     2.10.     Approval  or  Ratification  of Acts or Contracts by Stockholders.
               ----------------------------------------------------------------
The  Board  of  Directors  in  its discretion may submit any act or contract for
approval  or  ratification  at any annual meeting of the stockholders, or at any
special  meeting  of  the stockholders called for the purpose of considering any
such  act  or  contract,  and  any  act or contract that shall be approved or be
ratified  by  the  vote of the stockholders holding a majority of the issued and
outstanding  shares  of  stock  of  the  Company entitled to vote and present in
person or by proxy at such meeting (provided that a quorum is present), shall be
as  valid and as binding upon the Company and upon all the stockholders as if it
has  been  approved  or  ratified  by  every  stockholder  of  the  Company.

     2.11.     Inspectors  of  Election.  The  Company  shall, in advance of any
               ------------------------
meeting  of stockholders, appoint one or more inspectors of election, who may be
employees  of  the Company, to act at the meeting or any adjournment thereof and
to make a written report thereof.  The Company may designate one or more persons
as  alternate  inspectors  to  replace  any  inspector  who fails to act.  If no
inspector  so  appointed  or  designated  is  able  to  act  at  a  meeting  of
stockholders,  the chairman or the person presiding at the meeting shall appoint
one  or  more inspectors to act at the meeting.  Each inspector, before entering
upon  the  discharge  of  his  duties,  shall  take  and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best  of  his  ability.

     The  inspector  or  inspectors  so  appointed or designated shall: (a)
ascertain  the  number of shares of capital stock of the Company outstanding and
the  voting  power of each such share; (b) determine the shares of capital stock
of  the  Company  represented  at  the  meeting  and the validity of proxies and
ballots;  (c)  count  all  votes  and  ballots;  (d)  determine and retain for a
reasonable  period  a  record  of  the disposition of any challenges made to any
determination  by  the  inspectors;  and  (e) certify their determination of the
number  of shares of the capital stock of the Company represented at the meeting
and  such  inspectors'  count  of all votes and ballots.  Such certification and
report  shall  specify  such  other  information  as may be required by law.  In
determining the validity and counting of proxies and ballots cast at any meeting
of  stockholders of the Company, the inspectors may consider such information as
is  permitted  by applicable law.  No person who is a candidate for an office at
an  election  may  serve  as  an  inspector  at  such  election.

                                   ARTICLE III
                                    DIRECTORS

     3.1.      Powers,  Number,  Classification  and  Tenure.
               ---------------------------------------------

               (a)     The  powers of the Company shall be exercised by or under
the  authority  of, and the business and affairs of the Company shall be managed
under the direction of, the Board of Directors.  Each director shall hold office
for  the  full term for which such director is elected and until such director's
successor  shall have been duly elected and qualified or until his earlier death
or  resignation  or  removal in accordance with the Articles of Incorporation or
these  Bylaws.

               (b)     Within  the  limits  specified  in  the  Articles  of
Incorporation,  and  subject  to  the  rights  of  the  holders of any series of
Preferred  Stock  to elect directors under specific circumstances, the number of
directors  that shall constitute the whole Board of Directors shall be fixed by,
and  may  be  increased  or decreased from time to time by, the affirmative vote


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of  a  majority  of the members at any time constituting the Board of Directors.
Except  as  provided in the Articles of Incorporation, and subject to the rights
of  the  holders  of  any  series  of  Preferred  Stock to elect directors under
specific  circumstances, newly created directorships resulting from any increase
in the number of directors and any vacancies on the Board of Directors resulting
from  death,  resignation,  disqualification,  removal  or  other cause shall be
filled  by the affirmative vote of a majority of the remaining directors then in
office,  even though less than a quorum of the Board of Directors.  Any director
elected  in  accordance  with  the  preceding sentence shall hold office for the
remainder  of  the  full  term  of  the  class  of  directors  in  which the new
directorship  was  created  or  the  vacancy  occurred and until such director's
successor  shall  have  been  elected  and qualified or until his earlier death,
resignation or removal.  No decrease in the number of directors constituting the
Board  of  Directors  shall  shorten  the  term  of  any  incumbent  director.

     3.2.      Qualifications.  Directors  need not be residents of the State of
               --------------
Nevada  or  stockholders  of  the  Company.

     3.3.      Place  of  Meeting;  Order  of  Business.  Except  as  otherwise
               ----------------------------------------
provided  by law, meetings of the Board of Directors, regular or special, may be
held  either  within  or  without  the  State  of  Nevada,  at whatever place is
specified  by  the  person  or  persons  calling the meeting.  In the absence of
specific  designation, the meetings shall be held at the principal office of the
Company.  At  all  meetings  of  the  Board  of  Directors,  business  shall  be
transacted  in  such  order  as  shall  from  time  to time be determined by the
Chairman  of  the Board, or in his absence by the President, or by resolution of
the  Board  of  Directors.

     3.4.      Regular  Meetings.  Regular  meetings  of  the Board of Directors
               -----------------
shall  be  held,  in  each case, at such hour and on such day as may be fixed by
resolution  of  the Board of Directors, without further notice of such meetings.
Regular  meetings of the stockholders may be called by the Chairman of the board
of  directors,  by  the  board  of  directors, or by the holders of at least ten
percent  of  the  voting  power of the issued and outstanding shares entitled to
vote  at  the regular meeting.  The time or place of holding regular meetings of
the  Board  of  Directors  may be changed by the Chairman of the Board by giving
written  notice  thereof  as  provided  in  Paragraph  3.6  hereof.


     3.5.      Special  Meetings.  Special  meetings  of  the Board of Directors
               -----------------
shall  be  held,  whenever called by the Chairman of the Board of Directors, the
board  of  directors,  or  by  the holders of at least ten percent of the voting
power  of  the  issued  and  outstanding  shares entitled to vote at the special
meeting,  in  each  case,  at  such hour and on such day as may be stated in the
notice  of  the  meeting.

     3.6.      Attendance at and Notice of Meetings.  Written notice of the time
               ------------------------------------
and  place  of,  and  general  nature  of  the business to be transacted at, all
special  meetings of the Board of Directors, and written notice of any change in
the  time  or  place  of holding the regular meetings of the Board of Directors,
shall  be  given  to  each  director  personally  or  by  mail  or by telegraph,
telecopier  or  similar  communication  at  least  one day before the day of the
meeting;  provided, however, that notice of any meeting need not be given to any
director if waived by him in writing, or if he shall be present at such meeting.
Participation  in  a meeting of the Board of Directors shall constitute presence
in person at such meeting, except where a person participates in the meeting for
the  express  purpose  of  objecting  to  the transaction of any business on the
ground  that  the  meeting  is  not  lawfully  called  or  convened.


     3.7.      Quorum  of  and Action by Directors.  A majority of the directors
               -----------------------------------
in  office  shall  constitute  a  quorum  of  the  Board  of  Directors  for the
transaction of business; but a lesser number may adjourn from day to day until a
quorum  is present.  Except as otherwise provided by law or in these Bylaws, all
questions shall be decided by the vote of a majority of the directors present at
a  meeting  at  which  a  quorum  is  present.

     3.8.      Board  and  Committee Action Without a Meeting.  Unless otherwise
               ----------------------------------------------
restricted by the Articles of Incorporation or these Bylaws, any action required
or permitted to be taken at a meeting of the Board of Directors or any committee
thereof  may  be  taken without a meeting if a consent in writing, setting forth
the  action  so taken, is signed by all the members of the Board of Directors or
such  committee,  as  the  case  may  be, and shall be filed with the Secretary.

     3.9.      Board  and  Committee  Telephone  Meetings.  Subject  to  the
               ------------------------------------------
provisions  required  or  permitted  by  the  NRS for notice of meetings, unless
otherwise  restricted  by the Articles of Incorporation or these Bylaws, members
of  the  Board of Directors, or members of any committee designated by the Board
of  Directors,  may participate in and hold a meeting of such Board of Directors
or  committee  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 Paragraph 3.9 shall
constitute  presence  in  person  at  such  meeting,  except  where  a  person
participates  in  the  meeting  for  the  express  purpose  of  objecting to the
transaction  of  any  business  on  the  ground that the meeting is not lawfully
called  or  convened.


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     3.10.     Compensation.  Directors  shall  receive  such  compensation  for
               ------------
their  services  as  shall  be  determined  by  the  Board  of  Directors.

     3.11.     Removal.  Directors may be removed from office by the vote of the
               -------
stockholders  representing  not  less than two-thirds of the voting power of the
issued  and outstanding stock entitled to voting power, subject to the rights of
the  holders  of any series of Preferred Stock to elect directors under specific
circumstances.

     3.12.     Committees  of  the  Board  of  Directors.
               -----------------------------------------

               (a)     The  Board  of  Directors,  by  resolution  adopted  by a
majority  of  the  full Board of Directors, may designate from among its members
one  or more committees (in addition to those listed below), each of which shall
be comprised of one or more of its members, and may designate one or more of its
members  as  alternate  members  of  any  committee,  who  may,  subject  to any
limitations by the Board of Directors, replace absent or disqualified members at
any  meeting  of  that committee.  Any such committee, to the extent provided in
such  resolution or in the Articles of Incorporation or these Bylaws, shall have
and  may  exercise  all of the authority of the Board of Directors to the extent
permitted  by the NRS, including, without limitation, the power and authority to
declare  a  dividend,  to  authorize the issuance of stock or to adopt a plan of
merger  pursuant to Section 78.125 of the NRS.  Any such committee may authorize
the  seal  of  the Company to be affixed to all papers which may require it.  In
addition to the above, such committee or committees shall have such other powers
and  limitations  of  authority  as  may  be  determined  from  time  to time by
resolution  adopted  by  the  Board  of  Directors.

               (b)     The  Board  of Directors shall have the power at any time
to  change  the membership of any such committee and to fill vacancies in it.  A
majority  of  the  number  of  members  of any such committee shall constitute a
quorum  for the transaction of business unless a greater number is required by a
resolution  adopted  by  the Board of Directors.  The act of the majority of the
members of a committee present at any meeting at which a quorum is present shall
be  the act of such committee, unless the act of a greater number is required by
a resolution adopted by the Board of Directors.  Each such committee may elect a
chairman and appoint such subcommittees and assistants as it may deem necessary.
Except  as  otherwise  provided  by  the  Board  of  Directors,  meetings of any
committee  shall  be conducted in accordance with Paragraphs 3.4, 3.5, 3.6, 3.7,
3.8,  3.9  and  7.3 hereof.  In the absence or disqualification of a member of a
committee,  the  member  or  members present at any meeting and not disqualified
from  voting,  whether  or  not  constituting  a quorum, may unanimously appoint
another  member  of the Board of Directors to act at the meeting in the place of
the  absent or disqualified member.  Any member of any such committee elected or
appointed  by  the  Board  of Directors may be removed by the Board of Directors
whenever  in  its  judgment  the  best  interests  of the Company will be served
thereby,  but such removal shall be without prejudice to the contract rights, if
any,  of  the  person  so  removed.  Election  or  appointment  of a member of a
committee  shall  not  of  itself  create  contract  rights.

               (c)     Any  action  taken  by  any  committee  of  the  Board of
Directors  shall  promptly  be  recorded  in  the  minutes  and  filed  with the
Secretary.

               (d)     Notwithstanding  anything  herein  contained  to  the
contrary,  the composition and powers of any committee of the Board of Directors
are  expressly  subject  to  the requirements of any stock exchange or quotation
system  on  which  the  capital stock of the Company is traded or quoted, or the
Exchange  Act.

               (e)     Executive  Committee.  The  Board of Directors may create
                       --------------------
an Executive Committee of the Board of Directors, which committee shall have and
may  exercise  all  the  powers  and authority of the Board of Directors between
regular  or  special meetings of the Board of Directors in the management of the
business and affairs of the Company, except to the extent limited by Nevada law.
Without  limiting the generality of the foregoing, the Executive Committee shall
have  the  power  and authority to (i) declare dividends on any class of capital
stock  of  the  Company,  (ii)  authorize  the  issuance of capital stock of the
Company,  (iii)  adopt  plans  of  merger, and (iv) in reference to amending the
Articles  of  Incorporation,  to  the  extent  authorized  in  the resolution or
resolutions providing for the issuance of shares of capital stock adopted by the
Board of Directors, fix the designations and any of the preferences or rights of
such shares relating to dividends, redemptions, dissolution, any distribution of
assets  of  the  Company  or the conversion into, or the exchange of such shares
for,  shares  of


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any other class or classes or any other series of the same or any other class or
classes  of  stock  of  the Company or fix the number of shares of any series of
stock  or  authorize  the  increase  or  decrease  of  the shares of any series.

               (f)     Audit  Committee.  The  Board  of Directors may create an
                       ----------------
Audit  Committee of the Board of Directors whose members shall consist solely of
directors  who  are  not  employees  or  affiliates  of  the Company and have no
relationship  with  the  Company  that  would,  in  the judgment of the Board of
Directors,  interfere with their exercise of independent judgment as a member of
such  committee.  The  Audit Committee shall have and may exercise the power and
authority  to  recommend  to  the  Board  of Directors the accounting firm to be
selected  by  the  Board of Directors or to be recommended by it for stockholder
approval,  as independent auditor of the financial statements of the Company and
its  subsidiaries, and to act on behalf of the Board of Directors in meeting and
reviewing with the independent auditors, the chief accounting officer, the chief
internal  auditor,  if  any,  and  the  appropriate  corporate officers, matters
relating  to  corporate  financial  reporting  and  accounting  procedures  and
policies, adequacy of financial, accounting and operating controls and the scope
of  the  respective audits of the independent auditors and the internal auditor,
if  any.  The  Audit Committee shall also review the results of such audits with
the  respective  auditors  and  shall report the results of those reviews to the
Board  of Directors.  The Audit Committee shall submit to the Board of Directors
any  recommendations  it  may  have  from time to time with respect to financial
reporting  and  accounting  practices and policies and financial, accounting and
operational  controls  and  safeguards.  The  Audit  Committee may submit to the
Compensation  Committee  any  recommendations  it  may  have with respect to the
compensation  of the chief accounting officer and the chief internal auditor, if
any.  The  Board  of Directors shall, by resolution adopted by a majority of the
Board  of  Directors, designate not less than two of its qualifying members from
time  to  time  to  constitute  members  of  the  Audit  Committee.

               (g)     Nominating  Committee.  The Board of Directors may create
                       ---------------------
a Nominating Committee of the Board of Directors, which committee shall have and
may  exercise  the  power  and  authority to recommend to the Board of Directors
prior  to  each  annual  meeting  of  the  stockholders  of the Company: (i) the
appropriate  size  and composition of the Board of Directors; and (ii) nominees:
(1)  for  election to the Board of Directors for whom the Company should solicit
proxies;  (2)  to  serve  as proxies in connection with the annual stockholders'
meeting;  and (3) for election to all committees of the Board of Directors other
than  the  Nominating  Committee.  The  Board  of Directors shall, by resolution
adopted  by  a  majority of the Board, designate one or more of its members from
time  to  time  to  constitute  members  of  the  Nominating  Committee.

               (h)     Compensation  Committee.  The  Board  of  Directors  may
                       -----------------------
create  a  Compensation Committee of the Board of Directors, whose members shall
consist  solely  of directors who are not employees or affiliates of the Company
and  have  no  relationship  with the Company that would, in the judgment of the
Board  of  Directors, interfere with their exercise of independent judgment as a
member  of  such  committee.  The  Compensation  Committee  shall  have  and may
exercise  all  the  power  and authority to (i) establish a general compensation
policy for the officers and employees of the Company, including to establish and
at  least  annually  review  officers'  salaries  and  levels  of  officers'
participation in the benefit plans of the Company, (ii) prepare any reports that
may  be required by the regulations of the Securities and Exchange Commission or
otherwise  relating  to  officer  compensation,  (iii)  approve any increases in
directors'  fees,  and  (iv) exercise all other powers of the Board of Directors
with respect to matters involving the compensation of employees and the employee
benefits  of  the Company as shall be delegated by the Board of Directors to the
Compensation  Committee  from  time to time.  Without limiting the generality of
the  foregoing, the Compensation Committee shall have the power and authority to
authorize  the  issuance  of  capital  stock  of  the  Company  pursuant  to any
compensation  or  benefit  plan  or  arrangement  adopted or entered into by the
Company.  The  Board  of Directors shall, by resolution adopted by a majority of
the  Board, designate two or more of its qualifying members from time to time to
constitute  members  of  the  Compensation  Committee.

                                   ARTICLE IV
                                    OFFICERS

     4.1.      Designation.  The  officers  of  the  Company  shall consist of a
               -----------
Chairman  of  the  Board,  Chief  Executive  Officer, President, Chief Operating
Officer,  Secretary,  Chief  Financial  Officer,  Treasurer, Controller and such
Executive,  Senior  or  other  Vice Presidents, Assistant Secretaries, Assistant
Treasurers,  Assistant  Controllers  and  other  officers  as  may be elected or
appointed  by  the  Board of Directors from time to time.  Any number of offices
may  be  held  by  the  same  person.

     4.2.      Chairman  of  the  Board.  The Chairman of the Board shall be the
               ------------------------
Chief  Executive Officer of the Company and shall preside at all meetings of the
stockholders  and  of the Board of Directors.  Except where by law the signature
of  the


                                        6
<PAGE>
President is required, the Chairman of the Board shall possess the same power as
the  President  to sign all contracts, certificates and other instruments of the
Company  which may be authorized by the Board of Directors.  The Chairman of the
Board shall also perform such other duties and may exercise such other powers as
from  time  to  time  may  be assigned to him by these Bylaws or by the Board of
Directors.  In  the  absence or incapacity to act of the President, the Chairman
of the Board shall serve as acting President, and when so acting, shall have all
the  powers  of  and  be  subject  to  the  restrictions  of  such  office.

     4.3.      President.  The President shall be the Chief Operating Officer of
               ---------
the  Company  and  shall  have  general supervision and control of the business,
affairs  and  properties  of the Company and its general officers, and shall see
that  all  orders  and  resolutions  of  the Board of Directors are carried into
effect.  He shall have the power to appoint and remove all subordinate officers,
agents  and  employees,  except  those  elected  or  appointed  by  the Board of
Directors,  and  shall  execute  all  bonds,  mortgages,  contracts  and  other
instruments  of  the  Company  requiring  a seal, under the seal of the Company,
except  where  required  or permitted by law to be otherwise signed and executed
and except that the other officers of the Company may sign and execute documents
when  so  authorized  by  these Bylaws, the Board of Directors or the President.
The  President  shall also perform such other duties and may exercise such other
powers  as  from  time  to time may be assigned to him by these Bylaws or by the
Board  of Directors.  In the incapacity to act of the Chairman of the Board, the
President shall serve as acting Chairman of the Board, and when so acting, shall
have  all  the  powers  of  and  be  subject to the restrictions of such office.

     4.4.      Chief  Operating  Officer.  As  the  Chief Operating Officer, the
               -------------------------
President shall have general charge and supervision of the day to day operations
of  the  Company  (subject  to the direction of the Board of Directors), and, in
general,  shall  perform  such  other  duties as are incident to the office of a
chief  operating  officer  of  a corporation, including those duties customarily
performed  by persons occupying such office, and shall perform such other duties
as,  from  time  to  time,  may  be  assigned  to him by the Board of Directors.

     4.5.      Vice  President.  The  Board  of  Directors may appoint such Vice
               ---------------
Presidents  as  may  be  recommended  by  the President or as the directors deem
necessary  or  appropriate.  Vice  Presidents  may  be designated as Senior Vice
Presidents,  Executive Vice Presidents or some other designation as the Board of
Directors  deems  appropriate  (each  a  "Vice President").  Each Vice President
shall  perform  such  duties  as  the  Board  of Directors may from time to time
prescribe  and  have  such  other  powers as the President may from time to time
prescribe.

     4.6.      Chief  Financial  Officer.  The  Chief Financial Officer shall be
               -------------------------
the  chief  accounting  officer of the Company and shall have general charge and
supervision  of  the  day to day financial operations of the Company (subject to
the  direction  of  the Board of Directors), and, in general, shall perform such
other  duties  as  are  incident to the office of a chief financial officer of a
corporation,  including  those duties customarily performed by persons occupying
such  office,  and shall perform such other duties as, from time to time, may be
assigned  to  him  by  the  Board  of  Directors  or  the  Audit  Committee.


     4.7.      Secretary.  The  Secretary shall attend the meetings of the Board
               ---------
of Directors and all meetings of stockholders and record the proceedings thereof
in a book or books to be kept for that purpose; the Secretary shall also perform
like  duties  for  the  standing  committees when required.  The Secretary 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 Board of Directors or the President, under whose
supervision  he  shall  be.  If the Secretary shall be unable or shall refuse to
cause  to  be  given  notice  of  all  meetings  of the stockholders and special
meetings of the Board of Directors, and if there be no Assistant Secretary, then
the  Chairman of the Board may choose another officer to cause such notice to be
given.  The  Secretary  shall  have  custody  of the seal of the Company and the
Secretary  or  any Assistant Secretary, if there be one, shall have authority to
affix  the  same  to  any instrument requiring it and when so affixed, it may be
attested  by  the  signature  of  the  Secretary or by the signature of any such
Assistant  Secretary.  The  Board of Directors may give general authority to any
other officer to affix the seal of the Company and to attest the affixing by his
signature.  The  Secretary  shall  see  that  all  books,  reports,  statements,
certificates and other documents and records required by law to be kept or filed
are  properly  kept  or  filed,  as  the  case  may  be.

     4.8.      Treasurer.  The Treasurer shall have the custody of the Company's
               ---------
funds  and  securities  and shall keep full and accurate accounts of receipt and
disbursements in books belonging to the Company and shall deposit all moneys and
other  valuable  effects  in  the  name and to the credit of the Company in such
depositories as may be designated by the Chief Financial Officer or the Board of
Directors.  The  Treasurer  shall  disburse  the  funds of the Company as may be
ordered  by  the


                                        7
<PAGE>
Chief  Financial  Officer  or the Board of Directors, taking proper vouchers for
such  disbursements, and shall render to the Chairman of the Board and the Board
of  Directors,  at  its  regular  meeting,  or  when  the  Board of Directors so
requires,  an  account of all his transactions as Treasurer and of the liquidity
of the Company.  If required by the Board of Directors, the Treasurer shall give
the  Company  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 Company, in case of his
death,  resignation,  retirement  or  removal  from office, of all books papers,
vouchers,  money  and other property of whatever kind in his possession or under
his  control  belonging  to  the  Company.

     4.9.      Controller.  The  Controller,  if  there  is  one, shall maintain
               ----------
records of all assets, liabilities, and transactions of the Company and shall be
responsible  for the design, installation and maintenance of accounting and cost
control  systems  and  procedures  for  the Company and shall perform such other
duties and have such other powers as from time to time may be assigned to him by
the  Chief  Financial  Officer,  Board  of  Directors  or  the  Audit Committee.

     4.10.     Assistant  Secretaries.  Except  as  may be otherwise provided in
               ----------------------
these  Bylaws, Assistant Secretaries, if there be any, shall perform such duties
and  have  such powers as from time to time may be assigned to them by the Board
of  Directors,  the  President, any Vice President, or the Secretary, and in the
absence  of  the  Secretary or in the event of his disability or refusal to act,
shall  perform  the  duties of the Secretary, and when so acting, shall have all
the  powers  of  and  be  subject  to  all  the restrictions upon the Secretary.

     4.11.     Assistant  Treasurers.  Assistant  Treasurers,  if  there be any,
               ---------------------
shall  perform  such  duties  and  have  such powers as from time to time may be
assigned  to them by the Board of Directors, the President or the Treasurer, and
in  the absence of the Treasurer or in the event of his disability or refusal to
act,  shall  perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the Treasurer.  If
required  by  the  Board  of  Directors,  an  Assistant Treasurer shall give the
Company  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 Company, in case of his
death,  resignation,  retirement  or  removal from office, of all books, papers,
vouchers,  money  and other property of whatever kind in his possession or under
his  control  belonging  to  the  Company.

     4.12.     Assistant  Controllers.  Except  as  may be otherwise provided in
               ----------------------
these  Bylaws, Assistant Controllers, if there be any, shall perform such duties
and  have  such powers as from time to time may be assigned to them by the Board
of  Directors,  the President, any Vice President, or the Controller, and in the
absence  of  the Controller or in the event of his disability or refusal to act,
shall  perform  the duties of the Controller, and when so acting, shall have all
the  powers  of  and  be  subject  to  all the restrictions upon the Controller.

     4.13.     Other  Officers.  Such  other  officers as the Board of Directors
               ---------------
may  choose shall perform such duties and have such powers, subordinate to those
powers  specifically delegated to certain officers in these Bylaws, as from time
to time may be assigned to them by the Board of Directors.  The President of the
Company  shall  have  the  power  to choose such other officers and to prescribe
their  respective  duties  and  powers,  subject  to  control  by  the  Board of
Directors.


     4.14.     Vacancies.  Whenever  any  vacancies shall occur in any office by
               ---------
death,  resignation,  increase  in  the  number  of  offices  of the Company, or
otherwise, the same shall be filled by the Board of Directors (or the President,
in  accordance  with  Paragraph  4.3  of these Bylaws, subject to control by the
Board  of  Directors), and the officer so appointed shall hold office until such
officer's  successor  is elected or appointed in accordance with these Bylaws or
until  his  earlier  death,  resignation  or  removal.

     4.15.     Removal.  Any  officer  or agent of the Company may be removed by
               -------
the  Board  of  Directors  whenever  in  its  judgment the best interests of the
Company  will  be served thereby, but such removal shall be without prejudice to
the  contract rights, if any, of the person so removed.  Election or appointment
of  an  officer  or  agent  shall  not  of  itself  create  contract  rights.

     4.16.     Action  with Respect to Securities of Other Corporations.  Unless
               --------------------------------------------------------
otherwise  directed  by  the  Board of Directors, the Chairman of the Board, the
President,  any  Vice President and the Treasurer of the Company shall each have
power to vote and otherwise act on behalf of the Company, in person or by proxy,
at  any meeting of security holders of or with respect to any action of security
holders  of  any  other corporation in which the Company may hold securities and
otherwise  to  exercise  any  and  all  rights  and powers which the Company may
possess  by  reason  of  its  ownership of securities in such other corporation.


                                        8
<PAGE>
                                    ARTICLE V
                                  CAPITAL STOCK

     5.1.      Certificates  for  Shares.  The  certificates  for  shares of the
               -------------------------
capital  stock  of  the  Company shall be in such form as may be approved by the
Board  of  Directors  from  time to time.  The Company shall deliver one or more
certificates  to  each  of the Company's stockholders, which shall represent the
number  of  shares to which such stockholder is entitled.  Certificates shall be
signed  by  the  Chairman  of  the  Board, the President or a Vice President and
either  the  Secretary  or  an Assistant Secretary, and may bear the seal of the
Company  or  a  facsimile  thereof.  The  signatures  of  such  officers  upon a
certificate  may  be  facsimiles.  The  stock  record  books and the blank stock
certificates  shall  be kept by the Secretary, or at the office of such transfer
agent  or  transfer  agents  as  the Board of Directors may from time to time by
resolution  determine.  In  case  any  officer who has 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 Company with
the same effect as if such person were such officer at the date of its issuance.

     5.2.      Multiple Classes of Stock.  As the Company is authorized to issue
               -------------------------
more  than  one  class  of  capital  stock and more than one series of preferred
stock,  a  statement  of  the  powers,  designations,  preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof  and  the qualification, limitations or restrictions of such preferences
and/or  rights  shall  be set forth in full or summarized on the face or back of
each of the certificates the Company issues to represent such class or series of
stock;  provided  that, to the extent allowed by law, in lieu of such statement,
the  face or back of such certificates may state that the Company will furnish a
copy  of  such  statement  without  charge  to  each  requesting  stockholder.

     5.3.      Transfer  of Shares.  The shares of stock of the Company shall be
               -------------------
transferable  only  on the books of the Company by the holders thereof in person
or  by  their  duly authorized attorneys or legal representatives upon surrender
and  cancellation  of  certificates  for  a  like  number  of  shares.

     5.4.      Ownership  of  Shares.  As  the  Company is entitled to treat the
               ---------------------
holder  of  record of any share or shares of capital stock as the holder in fact
thereof  under Paragraph 2.5 hereof, the Company 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 the State of Nevada.

     5.5.      Regulations Regarding Certificates.  The Board of Directors shall
               ----------------------------------
have  the power and authority to make all such rules and regulations as they may
deem  expedient  concerning  the  issue,  transfer  and  registration  or  the
replacement  of  certificates  for  shares  of  capital  stock  of  the Company.

     5.6.      Lost  or  Destroyed  Certificates.  The  Board  of  Directors may
               ---------------------------------
determine the conditions upon which a new certificate representing shares of the
capital  stock  of  the Company may be issued in place of a certificate which is
alleged  to  have  been  lost,  stolen or destroyed; and may, in its discretion,
require  the owner of such certificate or his legal representative to give bond,
with  sufficient  surety,  to  indemnify the Company and each transfer agent and
registrar  against  any and all losses or claims that may arise by reason of the
issue of a new certificate in the place of the one so lost, stolen or destroyed.

                                   ARTICLE VI
                                 INDEMNIFICATION

     6.1.      General.  The  Company  shall  indemnify its directors, officers,
               -------
employees,  agents  and  others  as  provided  in the Articles of Incorporation.

     6.2.      Request  for Indemnification.  A party requesting indemnification
               ----------------------------
(the  "Indemnitee")  shall  submit  notice  of  such  request  in writing to the
Secretary  of  the  Company.  Such  notice  of request for indemnification shall
contain sufficient information to reasonably inform the Company about the nature
and  extent  of  the  indemnification  or advance sought by the Indemnitee.  The
Secretary  shall  promptly  advise  the  Board of Directors of any such request.

                                        9
<PAGE>

     6.3.      Extension  of Rights.  No amendment, alteration or repeal of this
               --------------------
Article  VI  or any provision hereof shall be effective as to any Indemnitee for
acts,  events  and circumstances that occurred, in whole or in part, before such
amendment,  alteration  or  repeal.  The  provisions  of  this  Article VI shall
continue  as  to  an Indemnitee whose Corporate Status has ceased for any reason
and  shall  inure  to  the  benefit  of his heirs, executors and administrators.
Neither  the  provisions  of this Article VI nor those of any agreement to which
the  Company  is  a party shall be deemed to preclude the indemnification of any
person  who  is  not specified in this Article VI as having the right to receive
indemnification  or  is  not a party to any such agreement, but whom the Company
has  the  power  or  obligation  to  indemnify  under the provisions of the NRS.

     6.4.      Insurance and Subrogation.  The Company shall not be liable under
               -------------------------
the  Articles of Incorporation or this Article VI to make any payment of amounts
otherwise  indemnifiable  hereunder  if,  but  only  to  the  extent  that,  the
Indemnitee  has  otherwise  actually  received  such payment under any insurance
policy,  contract,  agreement  or  otherwise.  In  the  event  of  any  payment
hereunder,  the Company shall be subrogated to the extent of such payment to all
the  rights of recovery of the Indemnitee, who shall execute all papers required
and  take  all action reasonably requested by the Company to secure such rights,
including  execution of such documents as are necessary to enable the Company to
bring  suit  to  enforce  such  rights.

     6.5.      Severability.  If  any provision or provisions of this Article VI
               ------------
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the  validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article VI shall be construed so as to give effect to the
intent  manifested  by  the  provision  held  invalid, illegal or unenforceable.

     6.6.      Notices.  Promptly  after  receipt by the Indemnitee of notice of
               -------
the  commencement of any action, suit or proceeding, the Indemnitee shall, if he
anticipates  or  contemplates making a claim for expenses or an advance pursuant
to  the  terms  of the Articles of Incorporation and this Article VI, notify the
Company  of  the  commencement  of  such  action,  suit or proceeding; provided,
however,  that  any  delay  in  so  notifying the Company shall not constitute a
waiver or release by the Indemnitee of rights hereunder and that any omission by
the  Indemnitee  to so notify the Company shall not relieve the Company from any
liability  that  it may have to the Indemnitee otherwise than under the Articles
of Incorporation or this Article VI.  Any communication required or permitted to
the  Company  shall  be addressed to the Secretary and any such communication to
the  Indemnitee  shall  be addressed to the Indemnitee's address as shown on the
Company's  records  unless  he  specifies  otherwise  and  shall  be  personally
delivered  or  delivered  by  overnight mail delivery.  Any such notice shall be
effective  upon  receipt.

     6.7.      Contractual  Rights.  The  right  to  be  indemnified  or  to the
               -------------------
advancement or reimbursement of expenses (a) is a contract right based upon good
and valuable consideration, pursuant to which the Indemnitee may sue as if these
provisions  were set forth in a separate written contract between the Indemnitee
and the Company, (b) is and is intended to be retroactive and shall be available
as  to events occurring prior to the adoption of these provisions, and (c) shall
continue  after any rescission or restrictive modification of such provisions as
to  events  occurring  prior  thereto.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

     7.1.      Bylaw Amendments.  These Bylaws may be amended as provided in the
               ----------------
Articles  of  Incorporation.

     7.2.      Books  and  Records.  The Company shall keep books and records of
               -------------------
account and shall keep minutes of the proceedings of its stockholders, its Board
of  Directors  and  each  committee  of  its  Board  of  Directors.

     7.3.      Notices; Waiver of Notice.  Whenever any notice is required to be
               -------------------------
given  to  any stockholder, director or committee member under the provisions of
the  NRS,  the  Articles  of Incorporation or these Bylaws, said notice shall be
deemed  to  be  sufficient  if given by deposit of the same in the United States
mail, with postage paid thereon, addressed to the person entitled thereto at his
address  as  it  appears on the records of the Company, and such notice shall be
deemed  to  have  been  given  on  the  day  of  such  mailing.

     Whenever  any  notice  is  required  to  be  given to any stockholder,
director  or  committee  member under the provisions of the NRS, the Articles of
Incorporation  or these Bylaws, a waiver thereof in writing signed by the person
or  persons  entitled  to  such  notice, whether before or after the time stated
therein,  shall  be  equivalent  to  the giving of such notice.  Attendance of a
person  at a meeting shall constitute a waiver of notice of such meeting, except
when  the  person  attends  a  meeting  for  the


                                       10
<PAGE>
express  purpose  of  objecting,  at  the  beginning  of  the  meeting,  to  the
transaction  of  any  business  because  the  meeting  is not lawfully called or
convened.

     7.4.      Resignations.  Any  director  or  officer may resign at any time.
               ------------
Such  resignations  shall  be  made in writing and shall take effect at the time
specified  therein,  or,  if no time be specified, at the time of its receipt by
the  President  or  the Secretary.  The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.

     7.5.      Seal.  The seal of the Company shall be in such form as the Board
               ----
of  Directors  may  adopt.

     7.6.      Fiscal  Year.  The fiscal year of the Company shall be determined
               ------------
by  a  resolution  adopted  by  the  Board  of  Directors.

     7.7.      Facsimile  Signatures.  In addition to the provisions for the use
               ---------------------
of  facsimile  signatures  elsewhere  specifically  authorized  in these Bylaws,
facsimile  signatures  of  any  director  or  officer of the Company may be used
whenever  and  as  authorized  by  the  Board  of  Directors.

     7.8.      Reliance upon Books, Reports and Records.  Each director and each
               ----------------------------------------
member  of  any  committee  designated  by  the Board of Directors shall, in the
performance  of his duties, be fully protected in relying in good faith upon the
books of account or reports made to the Company by any of its officers, or by an
independent  certified  public  accountant,  or  by  an  appraiser selected with
reasonable  care  by  the  Board  of  Directors  or by any such committee, or in
relying  in  good  faith  upon  other  records  of  the  Company.

                                  ARTICLE VIII
                               ADOPTION OF BYLAWS

     8.1.      Adoption.  These Bylaws were adopted by the Board of Directors as
               --------
of  September  6,  2003.


                                       11
<PAGE>