EXHIBIT 3.2
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                        KOALA INTERNATIONAL WIRELESS INC.
                                  OCTOBER 2001

TABLE  OF  CONTENTS
-------------------

SECTION  1 - OFFICES                                                         3

SECTION  2 - SHAREHOLDERS                                                    3
     2.1     Annual  Meeting                                                 3
     2.2     Special  Meetings                                               3
     2.3     Meetings  by  Communications  Equipment                         3
     2.4     Date,  Time  and  Place  of  Meetings                           3
     2.5     Notice  of  Meeting                                             3
     2.6     Waiver  of  Notice                                              4
     2.7     Fixing  of  Record  Date  for  Determining  Shareholders        4
     2.8     Voting  Record                                                  5
     2.9     Quorum                                                          5
     2.10    Manner  of  Acting                                              6
     2.11    Proxies                                                         6
     2.12    Voting  Shares                                                  6
     2.13    Voting  for  Directors                                          6
     2.14    Action  by  Shareholders  Without  a  Meeting                   6

SECTION  3 - BOARD  OF  DIRECTORS                                            7
     3.1     General  Powers                                                 7
     3.2     Number,  Classification  and  Tenure                            7
     3.3     Annual  and  Regular  Meetings                                  8
     3.4     Special  Meetings                                               8
     3.5     Meetings  by  Communications  Equipment                         8
     3.6     Notice  of  Special  Meetings                                   8
          3.6.1     Personal  Delivery                                       9
          3.6.2     Delivery  by  Mail                                       9
          3.6.3     Delivery  by  Private  Carrier                           9
          3.6.4     Facsimile  Notice                                        9
          3.6.5     Delivery  by  Telegraph                                  9
          3.6.6     Oral  Notice                                             9
     3.7     Waiver  of  Notice                                              9
          3.7.1     In  Writing                                              9
          3.7.2     By  Attendance                                          10
     3.8     Quorum                                                         10
     3.9     Manner  of  Acting                                             10
     3.10    Presumption  of  Assent                                        10
     3.11    Action  by  Board  or  Committees  Without  a  Meeting         11
     3.12    Resignation                                                    11
     3.13    Removal                                                        11
     3.14    Vacancies                                                      11
     3.15    Executive  and  Other  Committees                              12
          3.15.1     Creation  of  Committees                               12
          3.15.2     Authority  of  Committees                              12
          3.15.3     Minutes  of  Meetings                                  12
          3.15.4     Removal                                                12
     3.16    Compensation                                                   12

SECTION  4 - OFFICERS                                                       13
     4.1     Appointment  and  Term                                         13
     4.2     Resignation                                                    13
     4.3     Removal                                                        13
     4.4     Contract  Rights  of  Officers                                 13
     4.5     Chairman  of  the  Board                                       13
     4.6     President                                                      14
     4.7     Vice  President                                                14
     4.8     Secretary                                                      14
     4.9     Treasurer                                                      14
     4.10    Salaries                                                       15

SECTION  5 - CONTRACTS,  LOANS,  CHECKS  AND  DEPOSITS                      15
     5.1     Contracts                                                      15
     5.2     Loans  to  the  Corporation                                    15
     5.3     Checks,  Drafts,  Etc.                                         15
     5.4     Deposits                                                       15

SECTION  6 - CERTIFICATES  FOR  SHARES  AND  THEIR  TRANSFER                15
     6.1     Issuance  of  Shares                                           15
     6.2     Certificates  for  Shares                                      16
                                        1
<PAGE>
     6.3     Stock  Records                                                 16
     6.4     Restriction  on  Transfer                                      16
     6.5     Transfer  of  Shares                                           17
     6.6     Lost  or  Destroyed  Certificates                              17

SECTION  7 - BOOKS  AND  RECORDS                                            17

SECTION  8 - ACCOUNTING  YEAR                                               18

SECTION  9 - SEAL                                                           18

SECTION 10 - INDEMNIFICATION                                                18
     10.1    Right  to  Indemnification                                     18
     10.2    Restrictions  on  Indemnification                              19
     10.3    Advancement  of  Expenses                                      19
     10.4    Right  of  Indemnitee  to  Bring  Suit                         19
     10.5    Nonexclusivity  of  Rights                                     20
     10.6    Insurance,  Contracts  and  Funding                            20
     10.7    Identification  of Employees and Agents of the Corporation     20
     10.8    Persons  Serving  Other  Entities                              20

SECTION 11 - LIMITATION  OF  LIABILITY                                      21

SECTION 12 - AMENDMENTS                                                     21
                                        2
<PAGE>
                               SECTION 1.  OFFICES

     The  principal  office of the corporation shall be located at the principal
place  of  business  or such other place as the Board of Directors ("Board") may
designate.  The  corporation  may  have  such  other  offices  as  the Board may
designate  or  as  the  business  of  the  corporation  may  require.

                            SECTION 2.  STOCKHOLDERS

2.1     ANNUAL  MEETING

     The annual meeting of the stockholders to elect Directors and transact such
other  business  as may properly come before the meeting shall be held on a date
not more than 180 days after the end of the corporation's fiscal year, such date
and  time  to  be  determined  by  the  Board.

2.2     SPECIAL  MEETINGS

     Special meetings of the stockholders of the corporation for any purpose may
be  called  at any time by the Board of Directors or, if the Directors in office
constitute  fewer  than  a  quorum of the Board of Directors, by the affirmative
vote of a majority of all the Directors in office, but such special meetings may
not  be  called  by  any  other  person  or  persons.

2.3     MEETINGS  BY  COMMUNICATIONS  EQUIPMENT

     Stockholders  may  participate  in  any  meeting of the stockholders by any
means  of  communication  by  which all persons participating in the meeting can
hear  each  other  during  the  meeting.  Participation  by  such  means  shall
constitute  presence  in  person  at  a  meeting.

2.4     DATE,  TIME  AND  PLACE  OF  MEETING

     Except as otherwise provided in these Bylaws, all meetings of stockholders,
including  those  held pursuant to demand by stockholders, shall be held on such
date  and at such time and place designated by or at the direction of the Board.

2.5     NOTICE  OF  MEETING

     Written  notice  stating the place, day and hour of the meeting and, in the
case  of  a  special  meeting,  the purpose or purposes for which the meeting is
called  shall  be given by or at the direction of the Board, the Chairman of the
Board,  the President or the Secretary to each stockholder entitled to notice of
or  to  vote  at  the  meeting not less than 10 nor more than 60 days before the
meeting,  except  that  notice  of a meeting to act on a plan of merger or share
exchange, the sale, lease, exchange or other disposition of all or substantially
all  of the corporation's assets other than in the regular course of business or
the  dissolution of the corporation shall be given not less than 20 or more than
60  days  before such meeting.  If an annual or special stockholders' meeting is
adjourned to a different date, time or place, no notice of the new date, time or
place is required if they are announced at the meeting before adjournment.  If a
new  record  date  for  the adjourned meeting is or must be fixed, notice of the
adjourned meeting must be given to stockholders entitled to notice of or to vote
as  of  the  new  record  date.

Such  notice  may  be  transmitted  by mail, private carrier, personal delivery,
telegraph,  teletype  or  communications equipment that transmits a facsimile of
the notice.  If those forms of written notice are impractical in the view of the
Board, the Chairman of the Board, the President or the Secretary, written notice
may  be transmitted by an advertisement in a newspaper of general circulation in
                                        3
<PAGE>
the  area  of  the corporation's principal office.  If such notice is mailed, it
shall  be  deemed  effective  when  deposited  in  the official government mail,
first-class  postage  prepaid,  properly  addressed  to  the stockholder at such
stockholder's  address  as  it  appears  in  the corporation's current record of
stockholders.  Notice  given  in any other manner shall be deemed effective when
dispatched  to  the  stockholder's  address,  telephone  number  or other number
appearing on the records of the corporation.  Any notice given by publication as
herein  provided  shall  be  deemed effective five days after first publication.

2.6     WAIVER  OF  NOTICE

     Whenever  any  notice  is  required to be given by an stockholder under the
provisions  of these Bylaws, the Articles of Incorporation or the Nevada Private
Corporations Law, a waiver of notice in writing, signed by the person or persons
entitled  to  such  notice  and  delivered to the corporation, whether before or
after the date and time of the meeting or before or after the action to be taken
by  consent  is  effective,  shall  be  deemed  equivalent to the giving of such
notice.  Further,  notice  of the time, place and purpose of any meeting will be
deemed  to  be  waived  by  any stockholder by attendance in person or by proxy,
unless  such  stockholder at the beginning of the meeting objects to holding the
meeting  or  transacting  business  at  the  meeting.

2.7     FIXING  OF  RECORD  DATE  FOR  DETERMINING  STOCKHOLDERS

     For the purpose of determining stockholders entitled (a) to notice of or to
vote  at  any meeting of stockholders or any adjournment thereof, (b) to receive
payment of any dividend, or (c) in order to make a determination of stockholders
for  any  other  purpose, the Board may fix a future date as the record date for
any  such  determination.  Such record date shall be not more than 60 days, and,
in  case  of a meeting of stockholders, not less than 10 days, prior to the date
on  which the particular action requiring such determination is to be taken.  If
no record date is fixed for the determination of stockholders entitled to notice
of  or to vote a meeting, the record date shall be the day immediately preceding
the  date on which notice of the meeting is first given to stockholders.  Such a
determination  shall  apply  to  any adjournment of the meeting unless the Board
fixes a new record date, which it shall do if the meeting is adjourned to a date
more  than 120 days after the date fixed for the original meeting.  If no record
date is set for the determination of stockholders entitled to receive payment of
any  stock,  dividend  or  distribution  (other  than  one involving a purchase,
redemption  or  other  acquisition of the corporation's shares), the record date
shall  be  the  date  the  Board  authorizes the stock dividend or distribution.
                                        4
<PAGE>
2.8     VOTING  RECORD

     At  least 10 days before each meeting of stockholders, an alphabetical list
of  the  stockholders entitled to notice of such meeting shall be made, arranged
by  voting  group and by each class or series of shares, with the address of and
number  of  shares  held  by each stockholder.  This record shall be kept at the
principal office of the corporation for 10 days prior to such meeting, and shall
be  kept  open  at  such  meeting,  for the inspection of any stockholder or any
stockholder's  agent  or  attorney.

2.9     QUORUM

     Except with respect to any greater requirement contained in the Articles of
Incorporation  or  the  Nevada  Private Corporations Law, one-third of the votes
entitled  to  be cast on a matter by the holders of shares that, pursuant to the
Articles  of  Incorporation or the Nevada Private Corporations Law, are entitled
to  vote  and be counted collectively upon such matter, represented in person or
by proxy, shall constitute a quorum of such shares at a meeting of stockholders.
If  less  than the required number of such votes are represented at a meeting, a
majority  of the votes so represented may adjourn the meeting from time to time.
Any  business  may  be  transacted  at a reconvened meeting that might have been
transacted  at the meeting as originally called, provided a quorum is present or
represented  at  such meeting.  Once a share is represented for any purpose at a
meeting  other  than  solely  to  object  to  holding the meeting or transacting
business,  it  is  deemed  present  for quorum purposes for the remainder of the
meeting  and any adjournment (unless a new record date is or must be set for the
adjourned  meeting),  notwithstanding  the  withdrawal of enough stockholders to
leave  less  than  a  quorum.
                                        5
<PAGE>
2.10     MANNER  OF  ACTING

     If  a  quorum  is  present,  action  on a matter other than the election of
Directors  shall  be  approved  if  the votes cast in favor of the action by the
shares  entitled to vote and be counted collectively upon such matter exceed the
votes  cast  against  such  action by the shares entitled to vote and be counted
collectively thereon, unless the Articles of Incorporation or the Nevada Private
Corporations  Law  requires a greater number of affirmative votes.  Whenever the
Nevada Private Corporations Law permits a corporation's bylaws to specify that a
lesser  number  of  shares  than  would  otherwise  be required shall suffice to
approve  an  action by stockholders, these Bylaws hereby specify that the number
of  shares  required  to  approve  such  an  action shall be such lesser number.

2.11     PROXIES

     As  stockholder may vote by proxy executed in writing by the stockholder or
by  his  or  her  attorney-in-fact or agent.  Such proxy shall be effective when
received  by  the  Secretary  or  other  officer or agent authorized to tabulate
votes.  A  proxy shall become invalid 11 months after the date of its execution,
unless  otherwise  provided  in  the proxy.  A proxy with respect to a specified
meeting  shall  entitle  its  holder to vote at any reconvened meeting following
adjournment  of such meeting but shall not be valid after the final adjournment.

2.12     VOTING  SHARES

     Except as provided in the Articles of Incorporation, each outstanding share
entitled to vote with respect to a matter submitted to a meeting of stockholders
shall  be  entitled  to  one  vote  upon  such  matter.

2.13     VOTING  FOR  DIRECTORS

     Each  stockholder entitled to vote in an election of Directors may vote, in
person  or  by proxy, the number of shares owned by such stockholder for as many
persons  as  there  are  Directors  to  be  elected  and for whose election such
stockholder  has  a  right  to  vote.  Stockholders  shall not have the right to
cumulate  their  votes.  Unless  otherwise  provided  in  the  Articles  of
Incorporation,  the  candidates  elected  shall  be  those receiving the largest
number  of  votes  cast,  up  to  the  number  of  Directors  to  be  elected.

2.14     ACTION  BY  STOCKHOLDERS  WITHOUT  A  MEETING

     Any  action  that  may  be  or  is required to be taken at a meeting of the
stockholders  may  be  taken  without  a meeting if one or more written consents
describing the action taken shall be signed by stockholders holding of record or
otherwise  entitled to vote in the aggregate 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 on the action were present and voted.  The
Board  may  fix a record date, which record date shall not precede the date upon
which  the  resolution fixing the record date is adopted by the Board, and which
date  shall  not  be  more than 10 days after the date upon which the resolution
fixing  the  record date is adopted by the Board.  If not otherwise fixed by the
Board,  the  record  date  for  determining stockholders entitled to take action
without  a meeting is the date the first stockholder consent is delivered to the
corporation.  A  stockholder may withdraw a consent only by delivering a written
notice  of  withdrawal  to  the  corporation  prior  to  the  time that consents
sufficient  to  authorize  taking  the  action  have  been  delivered  to  the
corporation.  Every  written  consent  shall  bear the date of signature of each
stockholder  who  signs the consent.  A written consent is not effective to take
the  action  referred  to  in the consent unless, within 60 days of the earliest
dated  consent  delivered  to  the  corporation,  written  consents  signed by a
sufficient  number  of  stockholders  to  take  action  are  delivered  to  the
corporation.  Unless the consent specifies a later effective date, actions taken
by  written  consent  of  the  stockholders  are  effective  when  (a)  consents
sufficient  to  authorize taking the action are in possession of the corporation
and  (b)  the period of advance notice required by the Articles of Incorporation
to  be  given to any nonconsenting or nonvoting stockholders has been satisfied.
Any  such consent shall be inserted in the minute book as if it were the minutes
of  a  meeting  of  the  stockholders.
                                        6
<PAGE>
                         SECTION 3.  BOARD OF DIRECTORS

3.1     GENERAL  POWERS

     All  corporate  powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the direction
of, the Board, except as may be otherwise provided in these Bylaws, the Articles
of  Incorporation  or  the  Nevada  Private  Corporations  Law.

3.2     NUMBER,  CLASSIFICATION  AND  TENURE

     The Board of Directors shall be composed of not less than one nor more than
nine  Directors.  The specific number of Directors shall be set by resolution of
the  Board  of  Directors or, if the Directors in office constitute fewer than a
quorum  of  the Board of Directors, by the affirmative vote of a majority of all
the  Directors  in  office.  The  number of Directors of this corporation may be
increased  or decreased from time to time in the manner provided by the Articles
of  Incorporation,  but  no  decrease  in the number of Directors shall have the
effect of shortening the term of any incumbent Director.  The Directors shall be
divided  into  three classes, with each class to be as nearly equal in number as
possible, as specified by resolution of the Board or, if the Directors in office
constitute  fewer  than  a  quorum  of  the  Board, by the affirmative vote of a
majority of all the Directors in office.  The term of office of Directors of the
first class shall expire at the first annual meeting of stockholders after their
election.  The  term  of office of Directors of the second class shall expire at
the second annual meeting after their election.  The term of office of Directors
of  the  third  class  shall  expire  at  the  third  annual meeting after their
election.  At  each  annual  meeting  after  such  classification,  a  number of
Directors  equal  to  the  number of the class whose term expires at the time of
such  meeting  shall be elected to hold office until the third succeeding annual
meeting.  Absent  his  or  her  death,  resignation or removal, a Director shall
continue to serve despite the expiration of the Director's term until his or her
successor  shall have been elected and qualified or until there is a decrease in
the  number of Directors.  Directors need not be stockholders of the corporation
or residents of the state of Nevada, and need not meet any other qualifications.

3.3     ANNUAL  AND  REGULAR  MEETINGS

     An  annual Board meeting shall be held without notice immediately after and
at  the  same  place  as  the annual meeting of stockholders.  By resolution the
Board,  or any committee designated by the Board, may specify the time and place
for  holding  regular  meetings  without  notice  other  than  such  resolution.
                                        7
<PAGE>
3.4     SPECIAL  MEETINGS

     Special  meetings of the Board or any committee designated by the Board may
be  called by or at the request of the Chairman of the Board, the President, the
Secretary  or,  in  the case of special Board meetings, any one-third or more of
the Directors in office and, in the case of any special meeting of any committee
designated  by  the Board, by its Chairman.  The person or persons authorized to
call  special  meetings  may  fix  any  place  for  holding any special Board or
committee  meeting  called  by  them.

3.5     MEETINGS  BY  COMMUNICATIONS  EQUIPMENT

     Members  of  the  Board  or  any  committee  designated  by  the  Board may
participate  in  a meeting of such Board or committee by, or conduct the meeting
through  the  use  of,  any  means  of  communication  by  which  all  Directors
participating  in  the  meeting  can  hear  each  other  during  the  meeting.
Participation  by  such  means shall constitute presence in person at a meeting.

3.6     NOTICE  OF  SPECIAL  MEETINGS

     Notice  of  a special Board or committee meeting stating the place, day and
hour  of the meeting shall be given to a Director in writing or orally.  Neither
the  business to be transacted at nor the purpose of any special meeting need be
specified  in  the  notice  of  such  meeting.
                                        8
<PAGE>
     3.6.1     PERSONAL  DELIVERY

     If notice is given by personal delivery, the notice shall be delivered to a
Director  at  least  two  days  before  the  meeting.

     3.6.2     DELIVERY  BY  MAIL

     If  notice  is  delivered  by  mail,  the  notice shall be deposited in the
official  government  mail  at  least  five  days  before  the meeting, properly
addressed  to  a  Director  at  his  or  her address shown on the records of the
corporation,  with  postage  thereon  prepaid.

     3.6.3     DELIVERY  BY  PRIVATE  CARRIER

     If  notice is given by private carrier, the notice shall be dispatched to a
Director  at his or her address shown on the records of the corporation at least
three  days  before  the  meeting.

     3.6.4     FACSIMILE  NOTICE

     If  a  notice  is  delivered by wire or wireless equipment that transmits a
facsimile of the notice, the notice shall be dispatched at least two days before
the  meeting  to  a  Director  at  his  or  her telephone number or other number
appearing  on  the  records  of  the  corporation.

     3.6.5     DELIVERY  BY  TELEGRAPH

     If  notice  is delivered by telegraph, the notice shall be delivered to the
telegraph  company for delivery to a Director at his or her address shown on the
records  of  the  corporation  at  least  three  days  before  the  meeting.

     3.6.6     ORAL  NOTICE

If notice is delivered by orally, by telephone or in person, the notice shall be
personally  given  to  the  Director  at  least  two  days  before  the meeting.

3.7     WAIVER  OF  NOTICE

     3.7.1     IN  WRITING

     Whenever  any  notice  is  required  to  be given to any Director under the
provisions  of these Bylaws, the Articles of Incorporation or the Nevada Private
Corporations  Law,  a waiver thereof in writing, signed by the person or persons
entitled  to  such  notice  and  delivered to the corporation, whether before or
after the date and time of the meeting, shall be deemed equivalent to the giving
of such notice.  Neither the business to be transacted at nor the purpose of any
regular or special meeting of the Board or any committee designated by the Board
need  be  specified  in  the  waiver  of  notice  of  such  meeting.
                                        9
<PAGE>
     3.7.2     BY  ATTENDANCE

A  Director's  attendance  at  or  participation in a Board or committee meeting
shall  constitute a waiver of notice of such meeting, unless the Director at the
beginning  of  the  meeting,  or  promptly  upon  his or her arrival, objects to
holding  the  meeting  or  transacting  business  at  such  meeting and does not
thereafter  vote  for  or  assent  to  action  taken  at  the  meeting.

3.8     QUORUM

     A majority of the number of Directors fixed by or in the manner provided in
these  Bylaws  shall  constitute a quorum for the transaction of business at any
Board  meeting but, if less than a majority are present at a meeting, a majority
of  the  Directors  present  may  adjourn  the meeting from time to time without
further  notice.  A  majority of the number of Directors composing any committee
of  the  Board,  as  established  and  fixed  by  resolution of the Board, shall
constitute  a  quorum  for  the  transaction  of business at any meeting of such
committee  but,  if less than a majority are present at a meeting, a majority of
such  Directors  present  may  adjourn  the  committee meeting from time to time
without  further  notice.

3.9     MANNER  OF  ACTING

     If  a  quorum is present when the vote is taken, the act of the majority of
the  Directors  present  at a Board or committee meeting shall be the act of the
Board  or  such  committee,  unless  the vote of a greater number is required by
these  Bylaws,  the Articles of Incorporation or the Nevada Private Corporations
Law.

3.10     PRESUMPTION  OF  ASSENT

     A  Director  of  the  corporation  who  is  present at a Board or committee
meeting  at  which  any  action is taken shall be deemed to have assented to the
action taken unless (a) the Director objects at the beginning of the meeting, or
promptly  upon the Director's arrival, to holding the meeting or transacting any
business  at  such  meeting,  (b)  the Director's dissent or abstention from the
action  taken  is  entered  in  the  minutes of the meeting, or (c) the Director
delivers written notice of the Director's dissent or abstention to the presiding
officer  of  the  meeting  before its adjournment or to the corporation within a
reasonable  time  after  adjournment  of  the  meeting.  The right of dissent or
abstention  is  not  available  to  a  Director who votes in favor of the action
taken.
                                       10
<PAGE>
3.11     ACTION  BY  BOARD  OR  COMMITTEES  WITHOUT  A  MEETING

     Any  action  that  could  be  taken  at  a  meeting  of the Board or of any
committee  created  by  the  Board may be taken without a meeting if one or more
written  consents  setting  forth  the action so taken are signed by each of the
Directors or by each committee member either before or after the action is taken
and  delivered to the corporation.  Action taken by written consent of Directors
without  a meeting is effective when the last Director signs the consent, unless
the consent specifies a later effective date.  Any such written consent shall be
inserted  in the minute book as if it were the minutes of a Board or a committee
meeting.

3.12     RESIGNATION

     Any Director may resign from the Board or any committee of the Board at any
time by delivering either oral tender of resignation at any meeting of the Board
or any committee, or written notice to the Chairman of the Board, the President,
the  Secretary  or  the  Board.  Any such resignation is effective upon delivery
thereof  unless  the notice of resignation specifies a later effective date and,
unless otherwise specified therein, the acceptance of such resignation shall not
be  necessary  to  make  it  effective.

3.13     REMOVAL

     At a meeting of stockholders called expressly for that purpose, one or more
members of the Board, including the entire Board, may be removed with or without
cause  (unless  the Articles of Incorporation permits removal for cause only) by
the  holders  of  the  shares  entitled to elect the Director or Directors whose
removal is sought if the number of votes cast to remove the Director exceeds the
number  of  votes  cast  not  to  remove  the  Director.

3.14     VACANCIES

     If  a  vacancy  occurs  on the Board, including a vacancy resulting from an
increase  in the number of Directors, the Board may fill the vacancy, or, if the
Directors  in  office constitute fewer than a quorum of the Board, they may fill
the  vacancy  by  the  affirmative  vote  of  a majority of all the Directors in
office.  The  stockholders  may fill a vacancy only if there are no Directors in
office.  A  Director  elected  to fill a vacancy shall serve only until the next
election  of  Directors  by  the  stockholders.
                                       11
<PAGE>
3.15     EXECUTIVE  AND  OTHER  COMMITTEES

3.15.1     CREATION  OF  COMMITTEES

     The  Board,  by  resolution  adopted  by  the  greater of a majority of the
Directors  then in office and the number of Directors required to take action in
accordance  with  these  Bylaws,  may  create  standing or temporary committees,
including  an  Executive  Committee, and appoint members from its own number and
invest  such  committees  with  such  powers  as it may see fit, subject to such
conditions  as  may  be  prescribed by the Board, the Articles of Incorporation,
these  Bylaws and applicable law.  Each committee must have one or more members,
and  the  Board may designate one or more Directors as alternate members who may
replace  any  absent  or  disqualified member at any committee meeting, with all
such  members  and  alternate  members  to  serve  at the pleasure of the Board.

3.15.2     AUTHORITY  OF  COMMITTEES

     Each  Committee  shall have and may exercise all the authority of the Board
to the extent provided in the resolution of the Board creating the committee and
any subsequent resolutions adopted in like manner, except that no such committee
shall  have  the  authority  to:  (i)  approve  or  adopt,  or  recommend to the
stockholders,  any  action  or  matter  expressly  required  by  the Articles of
Incorporation  or  the  Nevada  Private  Corporations  Law  to  be  submitted to
stockholders  for  approval  or  (ii)  adopt,  amend  or repeal any bylaw of the
corporation.

3.15.3     MINUTES  OF  MEETINGS

     All committees shall keep regular minutes of their meetings and shall cause
them  to  be  recorded  n  books  kept  for  that  purpose.

     3.15.4     REMOVAL

     The Board may remove any member of any committee elected or appointed by it
but  only by the affirmative vote of the greater of a majority of Directors then
in office and the number of Directors required to take action in accordance with
these  Bylaws.

3.16     COMPENSATION

     By  Board  resolution,  Directors  and committee members may be paid either
expenses,  if  any, of attendance at each Board or committee meeting, or a fixed
sum  for  attendance  at  each Board or committee meeting, or a stated salary as
Director  or  a  committee  member,  or a combination of the foregoing.  No such
payment  shall  preclude  any  Director  or  committee  member  from serving the
corporation  in  any  other  capacity  and  receiving  compensation  therefore.
                                       12
<PAGE>
                              SECTION 4.  OFFICERS

4.1     APPOINTMENT  AND  TERM

     The officers of the corporation shall be those officers appointed from time
to time by the Board or by any other officer empowered to do so. The Board shall
have  sole  power  and authority to appoint executive officers.  As used herein,
the  term  "executive  officer"  shall  mean  the President, the chief financial
officer  and  any other officer designated by the Board as an executive officer.
The  Board  or  the President may appoint such other officers to hold office for
such  period,  have such authority and perform such duties as may be prescribed.
The Board may delegate to any other officer the power to appoint any subordinate
officers  and  to  prescribe  their  respective  terms  of office, authority and
duties.  Any  two  or  more  offices  may be held by the same person.  Unless an
officer  dies,  resigns  or  is removed from office, he or she shall hold office
until  his  or  her  successor  is  appointed.

4.2     RESIGNATION

     Any  officer  may  resign  at  any time by delivering written notice to the
corporation.  Any such resignation is effective upon delivery, unless the notice
of  resignation  specifies  a  later  effective  date,  and,  unless  otherwise
specified,  the acceptance of such resignation shall not be necessary to make it
effective.

4.3     REMOVAL

     Any officer may be removed by the Board at any time, with or without cause.
An officer or assistant officer, if appointed by another officer, may be removed
at  any  time,  with or without cause, by any officer authorized to appoint such
officer  or  assistant  officer.

4.4     CONTRACT  RIGHTS  OF  OFFICERS

     The  appointment  of  an  officer  does  not itself create contract rights.

4.5     CHAIRMAN  OF  THE  BOARD

     If  appointed, the Chairman of the Board shall perform such duties as shall
be assigned to him or her by the Board from time to time, and shall preside over
meetings  of  the  Board and stockholders unless another officer is appointed or
designated  by  the  Board  of  Chairman  of  such  meetings.
                                       13
<PAGE>
4.6     PRESIDENT

     If  appointed,  the  President  shall be the chief executive officer of the
corporation  unless  some  other  offices  is  to designated by the Board, shall
preside over meetings of the Board and stockholders in the absence of a Chairman
of  the  Board, and, subject to the Board's control, shall supervise and control
all  the  assets,  business  and  affairs  of  the corporation.  In general, the
President  shall perform all duties incident to the office of President and such
other  duties as are prescribed by the Board from time to time.  If no Secretary
has  been appointed, the President shall have responsibility for the preparation
of  minutes  of meetings of the Board and stockholders and for authentication of
the  records  of  the  corporation.

4.7     VICE  PRESIDENT

     In  the event of the death of the President or his or her inability to act,
the  Vice  President  (or  if  there  is  more than one Vice President, the Vice
President  who was designated by the Board as the successor to the President, or
if  no Vice President is so designated, the Vice President first elected to such
office)  shall  perform the duties of the President, except as may be limited by
resolution  of  the  Board,  with  all  the  powers  of  and  subject to all the
restrictions  upon  the  President.  Vice  Presidents  shall  perform such other
duties as from time to time may be assigned to them by the President or by or at
the  direction  of  the  Board.

4.8     SECRETARY

     If appointed, the Secretary shall be responsible for preparation of minutes
of  the  meetings  of the Board and stockholders, maintenance of the corporation
records  and  stock  registers, and authentication of the corporation's records,
and  shall in general perform all duties incident to the office of Secretary and
such  other  duties  as  from  time to time may be assigned to him or her by the
President  or  by  or  at  the  direction  of  the Board.  In the absence of the
Secretary,  an  Assistant  Secretary  may  perform  the duties of the Secretary.

4.9     TREASURER

     If  appointed,  the  Treasurer  shall  have  charge  and  custody of and be
responsible  for  all  funds and securities of the corporation, receive and give
receipts  for  moneys  due  and  payable  to  the  corporation  from  any source
whatsoever, and deposit all such moneys in the name of the corporation in banks,
trust companies or other depositories selected in accordance with the provisions
of these Bylaws, and in general perform all the duties incident to the office of
Treasurer  and  such other duties as from time to time may be assigned to him or
her  by the President or by or at the direction of the Board.  In the absence of
the  Treasurer,  an Assistant Treasurer may perform the duties of the Treasurer.
                                       14
<PAGE>
4.10     SALARIES

     The  salaries of the officers shall be fixed from time to time by the Board
or  by any person or persons to whom the Board has delegated such authority.  No
officer shall be prevented from receiving such salary by reason of the fact that
he  or  she  is  also  a  Director  of  the  corporation.

                SECTION 5.  CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1     CONTRACTS

     The  Board  may  authorize  any officer or officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of and
on  behalf  of  the  corporation.  Such  authority may be general or confined to
specific  instances.

5.2     LOANS  TO  THE  CORPORATION

     No  loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the  Board.  Such  authority  may  be general or confined to specific instances.

5.3     CHECKS,  DRAFTS,  ETC.

     All checks, drafts or other orders for the payment of money, notes or other
evidences  of indebtedness issued in the name of the corporation shall be signed
by  such officer or officers, or agent or agents, of the corporation and in such
manner  as  is  from  time  to  time  determined  by  resolution  of  the Board.

5.4     DEPOSITS

     All funds of the corporation not otherwise employed shall be deposited from
time  to time to the credit of the corporation in such banks, trust companies or
other  depositories  as  the  Board  may  authorize.

             SECTION 6.  CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1     ISSUANCE  OF  SHARES

     No  shares  of  the  corporation  shall  be issued unless authorized by the
Board, or by a committee designated by the Board to the extent such committee is
empowered  to  do  so.
                                       15
<PAGE>
6.2     CERTIFICATES  FOR  SHARES

     Certificates representing shares of the corporation shall be signed, either
manually  or  in  facsimile,  by  the President or any Vice President and by the
Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary
and  shall  include on their face written notice of any restrictions that may be
imposed  on  the  transferability  of  such  shares.  All  certificates shall be
consecutively  numbered  or  otherwise  identified.

6.3     STOCK  RECORDS

     The  stock  transfer  books  shall  be  kept at the principal office at the
corporation  or  at the office of the corporation's transfer agent or registrar.
The  name and address of each person to whom certificates for shares are issued,
together  with  the  class  and  number  of  shares  represented  by  each  such
certificate  and  the  date  of  issue  thereof,  shall  be entered on the stock
transfer books of the corporation.  The person in whose name shares stand on the
books  of  the  corporation  shall  be deemed by the corporation to be the owner
thereof  for  all  purposes.

6.4     RESTRICTION  ON  TRANSFER

     Except  to  the  extent  that  the  corporation  has obtained an opinion of
counsel  acceptable  to  the  corporation  that  transfer  restrictions  are not
required  under  applicable  securities  laws, or has otherwise satisfied itself
that  such transfer restrictions are not required, all certificates representing
shares of the corporation shall bear a legend on the face of the certificate, or
on  the  reverse of the certificate if a reference to the legend is contained on
the  face,  which  reads  substantially  as  follows:

     THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE HAVE NOT BEEEN REGISTERED
UNDER  THE  SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES  LAWS,  AND  NO INTEREST MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED,
PLEDGED  OR  OTHERWISE TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION
STATEMENT  UDNER  THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH
TRANSACTION INVOLVING SAID SECURITIES, (B) THIS CORPORAZTION RECEIVES AN OPINION
OF  LEGAL  COUNSEL  FOR  THE  HOLDER  OF  THESE  SECURITIES SATISFACTORY TO THIS
CORPORATION  STATING  THAT  SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C)
THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.
                                       16
<PAGE>
6.5     TRANSFER  OF  SHARES

     The  transfer  of shares of the corporation shall be made only on the stock
transfer  books  of  the  corporation  pursuant  to authorization or document of
transfer  made  by  the  holder  of  record  thereof  or  by  his  or  her legal
representative,  who  shall furnish proper evidence of authority to transfer, or
by his or her attorney-in-fact authorized by power of attorney duly executed and
filed  with  the  Secretary of the corporation.  All certificates surrendered to
the  corporation  for transfer shall be canceled and no new certificate shall be
issued until the former certificates for a like number of shares shall have been
surrendered  and  canceled.

6.6     LOST  OR  DESTROYED  CERTIFICATES

     In  the case of a lost, destroyed or damaged certificate, a new certificate
may  be  issued in its place upon such terms and indemnity to the corporation as
the  Board  may  prescribe.

                          SECTION 7.  BOOKS AND RECORDS

     The  corporation  shall:

     (a) Keep as permanent records minutes of all meetings of its stockholders
and  the  Board,  a record of all actions taken by the stockholders or the Board
without a meeting, and a record of all actions taken by a committee of the Board
exercising  the  authority  of  the  Board  on  behalf  of  the  corporation.

     (b) Maintain appropriate accounting records.

     (c)  Maintain  a  record  of  its  stockholders,  in  a  form  that permits
preparation  of  a  list  of  the  names  and  addresses of all stockholders, in
alphabetical  order  by  class  of shares showing the number and class of shares
held  by  each;  provided, however, such record may be maintained by an agent of
the  corporation.

     (d)  Maintain  its  records  in  written form or in another form capable of
conversion  into  written  form  within  a  reasonable  time.

     (e) Keep a copy of the following records at its principal office:

     1.     the  Articles  of  Incorporation  and  all  amendments  thereto  as
            currently in effect;
     2.     these Bylaws and all amendments thereto as currently in effect;
     3.     the minutes  of all meetings of stockholders and records of all
            action taken by stockholders without a meeting, for the past
            three  years;
     4.     the  corporation's  financial  statements  for  the  past  three
            years;
     5.     all  written  communications  to stockholders generally within the
            past three  years;
     6.     a list of the names and business addresses of the current Directors
            and officers;  and
     7.     the  most  recent  annual report  delivered to the Nevada Secretary
            of State.
                                       17
<PAGE>
                           SECTION 8.  ACCOUNTING YEAR

     The accounting year of the corporation shall be the calendar year, provided
that  if  a  different  accounting year is at any time selected by the Board for
purposes  of  federal  income  taxes,  or any other purpose, the accounting year
shall  be  the  year  so  selected.

                                SECTION 9.  SEAL

     The  Board  may provide for a corporate seal that shall consist of the name
of  the  corporation,  the  state  of  its  incorporation,  and  the year of its
incorporation.

                          SECTION 10.  INDEMNIFICATION

10.1     RIGHT  TO  INDEMNIFICATION

     Each  person  who  was,  is  or  is  threatened to be made a party to or is
otherwise  involved  (including,  without  limitation,  as  a  witness)  in  any
threatened,  pending  or  completed  action,  suit, claim or proceeding, whether
civil,  criminal, administrative or investigative and whether formal or informal
(hereinafter  "proceedings"),  by  reason of the fact that he or she is or was a
Director  or  officer  of  the  corporation or, that being or having been such a
Director  or  officer  of  the  corporation,  he or she is or was serving at the
request of the corporation as a Director, officer, partner, trustee, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust, employee
benefit  plan or other enterprise (hereafter an "indemnitee"), whether the basis
of  a  proceeding  is  alleged  action  in  an official capacity or in any other
capacity  while  serving as such a Director, officer, partner, trustee, employee
or  agent, shall be indemnified and held harmless by the corporation against all
losses,  claims,  damages  (compensatory,  exemplary,  punitive  or  otherwise),
liabilities  and  expenses  (including attorneys' fees, costs, judgments, fines,
ERISA  excise taxes or penalties, amounts to be paid in settlement and any other
expenses)  actually  and  reasonably  incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an indemnitee
who  has  ceased  to  be  a  Director  or  officer of the Company or a Director,
officer,  partner,  trustee,  employee  or  agent  of  another  corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise and
shall  insure  to  the  benefit  of  the  indemnitee's  heirs,  executors  and
administrators.  Except  as  provided  in  subsection  10.4 of this Section with
respect  to  proceedings  seeking  to  enforce  rights  to  indemnification, the
corporation  shall indemnify any such indemnitee in connection with a proceeding
(or  part  thereof)  initiated  by such indemnitee only if a proceeding (or part
thereof)  was authorized or ratified by the Board.  The right to indemnification
conferred  in  this  Section  shall  be  a  contract  right.
                                       18
<PAGE>
10.2     RESTRICTIONS  ON  INDEMNIFICATION

No  indemnification  shall  be  provided  to  any  such  indemnitee  for acts or
omissions  of the indemnitee (a) if the indemnitee did not (i) act in good faith
and  in  a  manner the indemnitee reasonably believed to be in or not opposed to
the  best  interests  of  the corporation, and (ii) with respect to any criminal
action  or proceeding, have reasonable cause to believe the indemnitee's conduct
was unlawful or (b) if the corporation is otherwise prohibited by applicable law
from  paying  such  indemnification.  Notwithstanding  the foregoing, if Section
78.7502  or  any  successor  provision of the Nevada Private Corporations Law is
hereafter  amended,  the  restrictions  on  indemnification  set  forth  in this
subsection  10.2  shall  be  as  set  forth in such amended statutory provision.

10.3     ADVANCEMENT  OF  EXPENSES

The  right  to indemnification conferred in this Section shall include the right
to  be paid by the corporation the expenses reasonably incurred in defending any
proceeding  in  advance of its final disposition (hereinafter an "advancement of
expenses").  An  advancement  of  expenses  shall  be  made upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such  indemnitee,  to  repay  all  amounts so advanced if it shall ultimately be
determined  by  final  judicial decision from which there is no further right to
appeal  that  such  indemnitee  is  not  entitled  to  be  indemnified.

10.4     RIGHT  OF  INDEMNITEE  TO  BRING  SUIT

If  a claim under subsection 10.1 or 10.3 of this Section is not paid in full by
the  corporation  within  60 days after a written claim has been received by the
corporation,  except  in  the case of a claim for an advancement of expenses, in
which  case  the  applicable  period shall be 20 days, the indemnitee may at any
time  thereafter bring suit against the corporation to recover the unpaid amount
of  the claim.  If successful in whole or in part, in any such suit or in a suit
brought by the corporation to recover an advancement of expenses pursuant to the
terms  of  the undertaking, the indemnitee shall be entitled to be paid also the
expense  of  litigating  such  suit.  The  indemnitee  shall  be  presumed to be
entitled  to  indemnification  under  this  Section upon submission of a written
claim  (and,  in  an  action  brought  to  enforce a claim for an advancement of
expenses,  when  the  required undertaking has been tendered to the corporation)
and  thereafter  the  corporation shall have the burden of proof to overcome the
presumption  that  the  indemnitee  is  so  entitled.
                                       19
<PAGE>
10.5     NONEXCLUSIVITY  OF  RIGHTS

The  right  to indemnification and the advancement of expenses conferred in this
Section  shall  not  be exclusive of any other right that any person may have or
hereafter  acquire under any statute, provision of the Articles of Incorporation
or  Bylaws  of  the  corporation,  general  or  specific  action of the Board or
stockholders,  contract  or  otherwise.

10.6     INSURANCE,  CONTRACTS  AND  FUNDING

The  corporation  may  maintain insurance, at its expense, to protect itself and
any Director, officer, partner, trustee, employee or agent of the corporation or
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise  against  any  expense,  liability or loss, whether or not the
corporation  would  have the authority or right to indemnify such person against
such  expense,  liability  or  loss under the Nevada Private Corporations Law or
other law.  The corporation may enter into contracts with any Director, officer,
partner,  trustee,  employee  or  agent of the corporation in furtherance of the
provisions  of  this  section  and  may  create  a  trust fund, grant a security
interest, or use other means (including, without limitation, a letter of credit)
to  ensure  the  payment  of  such  amounts  as  may  be  necessary  to  effect
indemnification  as  provided  in  this  Section.

10.7     INDEMNIFICATION  OF  EMPLOYEES  AND  AGENTS  OF  THE  CORPORATION

     In  addition to the rights of indemnification set forth in subsection 10.1,
the corporation may, by action of the Board, grant rights to indemnification and
advancement  of  expenses  to  employees  and  agents  or  any class or group of
employees  and  agents  of the corporation (a) with the same scope and effect as
the  provisions  of  this  Section  with  respect  to  indemnification  and  the
advancement  of  expenses  of  Directors  and  officers  of the corporation; (b)
pursuant  to  rights granted or provided by the Nevada Private Corporations Law;
or  (c)  as  are  otherwise  consistent  with  law.

10.8     PERSONS  SERVING  OTHER  ENTITIES

Any  person  who,  while  a  Director  or  officer of the corporation, is or was
serving  (a) as a Director, officer, employee or agent of another corporation of
which a majority of the shares entitled to vote in the election of its directors
is  held  by  the  corporation  or  (b) as a partner, trustee or otherwise in an
executive  or  management  capacity  in  a  partnership,  joint  venture, trust,
employee benefit plan or other enterprise of which the corporation or a majority
owned  subsidiary  of  the  corporation  is  a general partner or has a majority
ownership  shall  conclusively  be deemed to be so serving at the request of the
corporation  and  entitled  to  indemnification  and the advancement of expenses
under  subsections  10.1  and  10.3  of  this  Section.
                                       20
<PAGE>
                      SECTION 11.  LIMITATION OF LIABILITY

     To  the full extent that the Nevada Private Corporations Law, as they exist
on  the  date  hereof  or  may  hereafter  be  amended, permit the limitation or
elimination of the liability of any person who would be considered an indemnitee
under  subsection  10.1 of Section 10, an indemnitee of the Company shall not be
liable  to  the  Company or its stockholders for monetary damages for conduct in
the  capacity  based  upon  which  such person is considered an indemnitee.  Any
amendments  to or repeal of this Section 11 shall not adversely affect any right
or  protection  of any indemnitee of the Company for or with respect to any acts
or  omissions  of  such  indemnitee occurring prior to such amendment or repeal.

                             SECTION 12.  AMENDMENTS

     These  Bylaws  may  be  altered,  amended or repealed and new Bylaws may be
adopted  by  the  Board, except that the Board may not repeal or amend any Bylaw
that  the  stockholders  have  expressly provided, in amending or repealing such
Bylaw,  may  not be amended or repealed by the Board.  The stockholders may also
alter,  amend  and  repeal these Bylaws or adopt new Bylaws.  All Bylaws made by
the  Board  may  be  amended, repealed, altered or modified by the stockholders.

     The  foregoing  Bylaws  were  adopted  by  the  Board on October 31, 2001 .


                              _________/s/  Robert  Vivacqua_____________
                                       ----------------------

                              Print  Name:    Robert  Vivacqua
                                              ----------------
                              Title:          Secretary
                                              ---------
                                       21