ARTICLE I

OFFICES

The principal office of the Corporation shall be located and situated in
the State of Utah.  The Corporation may also have such other offices,
within and/or without the State of Utah, as the Board of Directors may
from time to time decide or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

Section 1.  Annual Meetings.
The annual meeting of the shareholders, beginning with the year 2000, shall
be held on the 14th day of the month of May, if not a Saturday, Sunday or
legal holiday, and if a Sunday or legal holiday, then on the next business
day following, at ten o'clock a.m.  At such Annual Meeting, the
shareholders shall elect the Board of Directors and transact such other
business as may come before the meeting.

Section 2.  Special Meetings.
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President and shall
be so called at the request, in a writing stating the purpose(s) of the
requested Special Meeting, of a majority of the Board of Directors or of
shareholders who together hold at least 51% of the entire issued and
outstanding capital stock of the Corporation and are entitled to vote.
Business transacted at any special meeting of shareholders shall be limited
to the purposes specifically described in the Notice of Meeting.

Section 3.  Place of Meetings.
All meetings of the shareholders shall be held at such place, within or
without the State of Utah, as may be designated from time to time by the
Board of Directors.  If no designation is made, the place of the meeting
shall be the principal offices of the Corporation.

Section 4.  Notice of Meetings.
A written Notice of Meeting or, when applicable, Notice of Special Meeting,
stating the purpose(s) for which the meeting is called and stating the
place, date, and hour of the meeting, shall be delivered to each shareholder
entitled to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting.  If "delivery" is to be accomplished by mail,
the Notice shall be deemed to be "delivered" when deposited in the United
States mail, postage prepaid, addressed to the shareholder at the last
address recorded for such shareholder in the stock ledger/book(s) of the
Corporation.

A written Waiver of Notice, signed by the person(s) entitled to such notice,
shall be deemed equivalent to the required notice.

Section 5.  List of Shareholders.
At least ten days prior to any meeting of shareholders, the officer in
charge of the stock ledger/books of the Corporation shall make a complete
list of all shareholders entitled to vote at the meeting, arranged in
alphabetical order, showing the name, address, and number of shares held
by each shareholder.  Such list shall be produced and kept open at the
principal offices of the Corporation for examination and/or inspection by
any shareholder, for any purpose, during ordinary business hours, for a
period of not less than ten days immediately preceding the meeting. The
list shall also be produced at, and kept open during, the meeting, and may
be inspected by any shareholder who is present at the meeting.

Section 6.  Quorum.
The holders of a majority of the issued and outstanding shares of the
Corporation and entitled to vote, present in person or by proxy, shall
constitute a quorum at any meeting of the shareholders.  If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote, present in person or
represented by proxy, shall have the power to adjourn the meeting without
notice to a future date at which a quorum shall be present.  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 noticed.  If the adjournment is for more than thirty days, a
notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.

Section 7.  Proxies.
A written proxy, executed by a shareholder or his or her duly authorized
attorney-in-fact and filed with the Secretary of the Corporation before or
at the time of any meeting of shareholders, may be used to vote any or all
of the voting shares of such shareholder.  Unless specifically provided
otherwise in the written proxy, no proxy shall be voted on after the first
anniversary of its execution.  Every proxy shall be revocable by the
shareholder executing it, except where an irrevocable proxy is permitted
by statute and the proxy specifically states that it shall be irrevocable.

Section 8.  Voting.
When a quorum is present 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 decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
incorporating documents, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Unless otherwise provided in the incorporating documents or by statute,
each shareholder shall at every meeting of the shareholders be entitled to
one vote in person or by proxy for each share of the capital stock having
voting power held by such shareholder.  Shares of its own stock belonging
to the Corporation shall not be voted, directly or indirectly, at any
meeting and shall not be counted in determining the total number of
outstanding shares.

Section 9.  Written Consent.
Unless otherwise provided by law or in the incorporating documents, any
action required to be taken at any meeting of shareholders of the
Corporation, or any other action which may be taken at any meeting of the
shareholders, may be taken without a meeting, without notice and without a
vote, if a written consent, setting forth the action so taken shall be
signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were
present and voted.  Any such consent shall be filed with the minutes of
the Corporation.

ARTICLE III

BOARD OF DIRECTORS

Section 1.  Function, Authority, and Compensation.
The property, business, and affairs 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 law or
otherwise required to be exercised by the shareholders.  The Board of
Directors shall have the authority from time to time to fix the
compensation of Directors and to authorize the payment of expenses
relating to service on the Board.

Section 2.  Number.
The Corporation shall have up to seven Directors serving on the Board of
Directors.

Section 3.  Election and Term.
Each person named in the Articles or Certificate of Incorporation as a
member of the first Board of Directors shall hold such office until the
First Meeting of Shareholders and until his or her successor shall have
been elected and qualified or until his or her resignation, removal, or
death.

At the First Meeting of Shareholders and at each annual meeting thereafter,
the shareholders shall elect directors to hold office until the next
election.  Each Director shall hold such office until his or her successor
shall have been elected and qualified or until his or her resignation,
removal, or death.

Section 4.  Vacancies.
Any vacancies and newly created directorships resulting from any increase
in the authorized number of directors may be filled by the affirmative vote
of a majority of the directors then in office, though less than a quorum
of Directors, or by a sole remaining director, and the directors so chosen
shall hold office until the next annual election and until their successors
are duly elected and qualified, or until his or her resignation, removal,
or death.

Section 5.  Removal.
At any Annual Meeting of Shareholders or at a Special Meeting of
Shareholders called expressly for such purpose, any Director(s) or the
entire Board of Directors may be removed, with or without cause, by a
majority vote of the issued and outstanding shares of the Corporation
eligible to vote.

Section 6.  Place of Meetings.
The Board of Directors of the Corporation may hold meetings, both regular
and special, either within or without the State of Utah, at such place as
may be designated from time to time by the Board.  If no designation is
made, the place of meetings shall be the principal offices of the
Corporation.

Section 7.  Notice of Meetings.
Regular meetings of the Board of Directors may be held with forty-eight
(48) hours' notice on such dates and at such times as shall from time to
time be determined by the Board of Directors.  Special meetings of the
Board of Directors may be called by the President on two days' notice to
each director, by phone, mail, electronic mail, or telegram, setting forth
the time, place, and purpose of the meeting.  Special meetings shall be
called by the President or Secretary in like manner and on like notice on
the written request of at least two directors.

Notice of a meeting need not be given to any Director who signs a Waiver
of Notice either before or after a meeting.  Attendance of a Director at
a meeting shall constitute a Waiver of Notice of such meeting and a waiver
of any and all objections to the place or time of the meeting, unless the
Director states, at the beginning of the meeting, any objections to the
transaction of business because the meeting was not lawfully called or
convened.

Section 8.  Telephonic Meetings and Action Without a Meeting.
Members of the Board of Directors may participate in a meeting of the Board
as if present in person by means of a conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other at the same time.  Any action required to
be taken at a meeting of the Board or which may be taken at any meeting of
the Board, may be taken without a meeting, if all Directors consent thereto
in writing, and such writing(s) is/are filed with the Minutes of the
proceedings of the Board.  Such consent shall have the same effect as a
unanimous vote.

Section 9.  Voting.
A majority of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors.  If
a quorum is not present, a majority of the directors present may adjourn
the meeting until an announced date and time.

Section 10.  Presumption of Assent.
At any meeting of the Board at which action is taken on a corporate matter,
each Director in attendance shall be presumed to assent to the action unless
such director's dissent is entered in the Minutes of the meeting or unless
any such dissent is filed with the Secretary.

ARTICLE IV

OFFICERS

Section 1.  Positions.
The officers of the Corporation shall be elected by the Board of Directors
and shall consist of a President, one or more Vice Presidents, a Secretary,
and a Treasurer.  The Board of Directors may also choose additional officers
or assistant officers, and/or a Chairman of the Board.

Section 2.  Election and Term.
At its first meeting and following each Annual Meeting of Shareholders, the
Board shall elect the officers.  Each officer shall hold his or her office
until his or her successor shall be duly elected and qualified, or until
his or her resignation, removal, or death.

Section 3.  Removal.
Any officer elected or appointed by the Board of Directors may be removed
at any time by the affirmative vote of a majority of Directors.

Section 4.  Salaries.
Officers' salaries shall be fixed from time to time by the Board of
Directors.

Section 5.  President.
The President shall be the chief executive officer of the Corporation and
shall have general and active supervision and management of the business
and affairs of the Corporation.  He or she shall enforce and/or effect all
orders and resolutions of the Board of Directors and shall preside at all
Shareholders' and Board of Directors' meetings.  The President shall have
the authority to sign checks and to execute all bonds, deeds, mortgages,
conveyances, contracts, and other instruments on behalf of the Corporation.
The President shall have the power to appoint or hire such agents and
employees as in his or her judgment may be necessary or proper for the
transaction of the business or affairs of the Corporation.

Section 6.  Vice President.
The Vice Presidents shall, in the absence of the President, perform and
exercise the duties and powers of the President with the same force and
effect as if performed by the President and shall generally assist the
President and perform any duties given to him or her from time to time
by the Board of Directors.

Section 7.  Secretary.
The Secretary shall have custody of and maintain the non-financial
corporate records of the Corporation and he or she shall attend all
meetings of the Board of Directors and all meetings of the shareholders
and record all the proceedings of the meetings of the Corporation and of
the Board of Directors in a book to be kept for that purpose.  The Secretary
shall give, or cause to be given, notice of all meetings of the shareholders
and of the Board of Directors, and shall perform such other duties as may be
prescribed by the Board of Directors or President.

Section 8.  Treasurer.
The Treasurer shall have the custody of the corporate funds and financial
records and shall keep full and accurate accounts of receipts and
disbursements.  He or she shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.  The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board
of Directors, taking proper vouchers for such disbursements, and shall
render to the President, the Board of Directors, and the Shareholders at
regular meetings, or when the Board of Directors so requires, an account
of all of his or her transactions as Treasurer and of the financial
condition of the Corporation.

ARTICLE VI

STOCK CERTIFICATES

Section 1.  Certificates for Shares
Every holder of shares of the Corporation shall be entitled to have a
certificate certifying the number of shares owned by that person.
Certificates representing shares of the Corporation shall be in such form
as shall be determined by the Board of Directors.  Such certificates shall
be signed by the President and by the Secretary or by such other officers
authorized by law and by the Board of Directors so to do, and sealed
with the corporate seal.  All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, with the
number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation.  All certificates surrendered to the Corporation
for transfer shall be canceled and no new certificate shall be issued until
the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed, or
mutilated certificate, a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.

Section 2.  Transfer of Shares.
The Corporation shall register a Stock Certificate presented to it for
transfer provided that it is properly endorsed by the holder of record or
by his or her duly authorized representative, who shall furnish proper
evidence of authority to transfer.

 Section 3.  Lost Certificate.
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed.




ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall be from January 1st to December
31st.


ARTICLE VIII

AMENDMENTS

These bylaws may be amended, revised, or repealed or new bylaws may be
adopted by the shareholders or by the Board of Directors at any meeting
of the shareholders or of the Board of Directors.

ARTICLE IX

INDEMNIFICATION

The Corporation shall indemnify to the full extent authorized or permitted
by the general corporation law of the State of Nevada any person made, or
threatened to be made, a party to any threatened, pending, or completed
action, suit, or proceeding (whether civil, criminal, administrative, or
investigative, including an action by or in the right of the Corporation)
by reason of the fact that he or she is or was a director, officer,
employee, or agent of the Corporation or serves or served any other
enterprise as such at the request of the Corporation.  This right of
indemnification shall not be deemed exclusive of any other rights to which
such persons may be entitled apart from this Article.  The foregoing right
of indemnification shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of
his or her heirs, executors, representatives, and administrators.

Signed this 14th day of July, 1999.



/s/ William G. Anthony
William G. Anthony,
Director of Corporation