EXHIBIT 3II

                                     BYLAWS
                                       OF
                            BRONCO ENERGY FUND, INC.

                             (A NEVADA CORPORATION)

                                    ARTICLE I

                                     OFFICES

         Section 1. Registered  Office. The registered office of the corporation
in the State of Nevada shall be in Carson City, State of Nevada.

         Section 2. Other Offices.  The corporation shall also have and maintain
an office or  principal  place of  business at such place as may be fixed by the
Board of Directors,  and may also have offices at such other places, both within
and without the State of Nevada as the Board of Directors  may from time to time
determine or the business of the corporation may require.

                                   ARTICLE II

                                 CORPORATE SEAL

         Section 3. Corporate  Seal. The  corporation may report that no seal is
required.

                                   ARTICLE III

                             STOCKHOLDERS' MEETINGS

         Section 4.  Place of  Meetings.  Meetings  of the  stockholders  of the
corporation  shall be held at such place,  either within or without the State of
Nevada, as may be designated from time to time by the Board of Directors, or, if
not  so  designated,  then  at the  office  of the  corporation  required  to be
maintained pursuant to Section 2 hereof.

         Section  5.  Annual Meeting.

         (a.) The annual meeting of the stockholders of the corporation, for the
purpose of election of  directors  and for such other  business as may  lawfully
come before it, shall be held on such date and at such time as may be designated
from time to time by the Board of Directors.

         (b.) At an annual meeting of the stockholders, only such business shall
be  conducted as shall have been  properly  brought  before the  meeting.  To be
properly  brought before an annual  meeting,  business must be: (A) specified in
the notice of meeting (or any  supplement  thereto) given by or at the direction
of the Board of Directors,  (B) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (C) otherwise properly brought
before the meeting by a stockholder.  For business to be properly brought before
an annual  meeting by a  stockholder,  the  stockholder  must have given  timely
notice thereof in writing to the Secretary of the  corporation.  To be timely, a
stockholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive  offices  of the  corporation  not later  than the close of
business on the  sixtieth  (60th) day nor earlier  than the close of business on
the ninetieth (90th) day prior to the first  anniversary of the preceding year's
annual meeting; provided,  however, that in the event that no annual meeting was
held in the previous year or the date of the annual  meeting has been changed by
more  than  thirty  (30)  days  from  the date  contemplated  at the time of the
previous year's proxy statement,  notice by the stockholder to be timely must be
so received not earlier than the close of business on the  ninetieth  (90th) day
prior to such  annual  meeting  and not later than the close of  business on the
later of the sixtieth  (60th) day prior to such annual  meeting or, in the event
public  announcement  of the date of such  annual  meeting  is first made by the
corporation  fewer  than  seventy  (70)  days  prior to the date of such  annual
meeting,  the close of business  on the tenth  (10th) day  following  the day on
which  public  announcement  of the date of such  meeting  is first  made by the
corporation.  A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder  proposes to bring before the annual meeting: (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and  address,  as they appear on the  corporation's  books,  of the  stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially  owned by the stockholder,  (iv) any material interest of
the stockholder in such business and (v) any other  information that is required
to be  provided  by  the  stockholder  pursuant  to  Regulation  14A  under  the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as
a proponent to a stockholder proposal.  Notwithstanding the foregoing,  in order
to include  information  with  respect to a  stockholder  proposal  in the proxy
statement  and form of proxy  for a  stockholder's  meeting,  stockholders  must
provide notice as required by the  regulations  promulgated  under the 1934 Act.
Notwithstanding  anything in these Bylaws to the contrary,  no business shall be
conducted at any annual  meeting  except in accordance  with the  procedures set
forth in this paragraph  (b). The chairman of the annual  meeting shall,  if the
facts  warrant,  determine  and declare at the  meeting  that  business  was not
properly  brought  before the meeting and in accordance  with the  provisions of
this paragraph  (b), and, if he should so determine,  he shall so declare at the
meeting that any such business not properly brought before the meeting shall not
be transacted.

         (c.) Only persons who are confirmed in accordance  with the  procedures
set forth in this  paragraph  (c) shall be eligible for  election as  directors.
Nominations of persons for election to the Board of Directors of the corporation
may be made at a meeting of  stockholders by or at the direction of the Board of
Directors  or by any  stockholder  of the  corporation  entitled  to vote in the
election of directors at the meeting who complies with the notice procedures set
forth in this  paragraph (c). Such  nominations,  other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the corporation in accordance with the provisions
of paragraph  (b) of this Section 5. Such  stockholder's  notice shall set forth
(i) as to each person,  if any,  whom the  stockholder  proposes to nominate for
election or re-election as a director:  (A) the name, age,  business address and
residence address of such person, (B) the principal  occupation or employment of
such  person,  (c) the class and number of shares of the  corporation  which are
beneficially  owned by such person,  (D) a description  of all  arrangements  or
understandings  between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nominations are to
be made by the  stockholder,  and (E) any  other  information  relating  to such
person that is required to be disclosed in solicitations of proxies for election
of directors,  or is otherwise required, in each case pursuant to Regulation 14A
under the 1934 Act (including  without  limitation such person's written consent
to being named in the proxy statement,  if any, as a nominee and to serving as a
director  if  elected);  and  (ii) as to such  stockholder  giving  notice,  the
information required to be provided pursuant to paragraph (b) of this Section 5.
At the request of the Board of Directors,  any person nominated by a stockholder
for election as a director  shall  furnish to the  Secretary of the  corporation
that  information  required  to be set  forth  in the  stockholder's  notice  of
nomination  which  pertains to the  nominee.  No person  shall be  eligible  for
election as a director of the  corporation  unless  nominated in accordance with
the  procedures  set forth in this  paragraph  (c).  The chairman of the meeting
shall,  if the facts  warrant,  determine  and  declare  at the  meeting  that a
nomination was not made in accordance  with the  procedures  prescribed by these
Bylaws, and if he should so determine,  he shall so declare at the meeting,  and
the defective nomination shall be disregarded.

         (d.) For purposes of this Section 5, "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

         Section  6.  Special Meetings.

         (a.) Special  meetings of the  stockholders  of the  corporation may be
called,  for any  purpose  or  purposes,  by (i) the  Chairman  of the  Board of
Directors,  (ii) the Chief  Executive  Officer,  or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of authorized
directors  (whether or not there exist any  vacancies in  previously  authorized
directorships  at the time any such  resolution  is  presented  to the  Board of
Directors for adoption),  and shall be held at such place,  on such date, and at
such time as the Board of Directors, shall determine.

         (b.) If a special meeting is called by any person or persons other than
the Board of Directors, the request shall be in writing,  specifying the general
nature  of the  business  proposed  to be  transacted,  and  shall be  delivered
personally  or sent by  registered  mail or by  telegraphic  or other  facsimile
transmission  to the  Chairman of the Board of  Directors,  the Chief  Executive
Officer,  or the Secretary of the corporation.  No business may be transacted at
such special  meeting  otherwise  than  specified  in such notice.  The Board of
Directors  shall  determine  the time and place of such special  meeting,  which
shall be held not less than  thirty-five  (35) nor more than one hundred  twenty
(120) days after the date of the receipt of the request.  Upon  determination of
the time and place of the meeting, the officer receiving the request shall cause
notice to be given to the stockholders  entitled to vote, in accordance with the
provisions of Section 7 of these Bylaws. If the notice is not given within sixty
(60) days after the receipt of the request, the person or persons requesting the
meeting may set the time and place of the  meeting and give the notice.  Nothing
contained in this  paragraph  (b) shall be construed  as  limiting,  fixing,  or
affecting the time when a meeting of stockholders  called by action of the Board
of Directors may be held.

         Section 7. Notice of Meetings.  Except as otherwise  provided by law or
the Articles of  Incorporation,  written notice of each meeting of  stockholders
shall be given not less than ten (10) nor more than sixty  (60) days  before the
date of the meeting to each stockholder  entitled to vote at such meeting,  such
notice to  specify  the place,  date and hour and  purpose  or  purposes  of the
meeting.  Notice of the time,  place and purpose of any meeting of  stockholders
may be waived in  writing,  signed by the  person  entitled  to notice  thereof,
either before or after such meeting,  and will be waived by any  stockholder  by
his  attendance  thereat  in  person or by proxy,  except  when the  stockholder
attends a meeting for the 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.  Any  stockholder so waiving notice of such meeting shall be
bound by the  proceedings  of any such  meeting in all respects as if due notice
thereof had been given.

         Section 8.  Quorum.  At all  meetings  of  stockholders,  except  where
otherwise  provided by statute or by the Articles of Incorporation,  or by these
Bylaws,  the presence,  in person or by proxy duly authorized,  of the holder or
holders of not less than one  percent  (1%) of the  outstanding  shares of stock
entitled to vote shall  constitute a quorum for the transaction of business.  In
the absence of a quorum, any meeting of stockholders may be adjourned, from time
to time,  either by the  chairman  of the meeting or by vote of the holders of a
majority  of the shares  represented  thereat,  but no other  business  shall be
transacted  at such  meeting.  The  stockholders  present  at a duly  called  or
convened  meeting,  at which a quorum  is  present,  may  continue  to  transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
stockholders to leave less than a quorum.  Except as otherwise  provided by law,
the Articles of Incorporation  or these Bylaws,  all action taken by the holders
of a majority of the votes cast, excluding abstentions,  at any meeting at which
a quorum is present shall be valid and binding upon the  corporation;  provided,
however,  that  directors  shall be elected by a  plurality  of the votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of  directors.  Where a separate vote by a class or classes
or series is required,  except where otherwise provided by the statute or by the
Articles of Incorporation or these Bylaws, a majority of the outstanding  shares
of such class or classes or series,  present in person or  represented by proxy,
shall  constitute a quorum  entitled to take action with respect to that vote on
that  matter  and,  except  where  otherwise  provided  by the statute or by the
Articles of Incorporation or these Bylaws,  the affirmative vote of the majority
(plurality,  in the  case of the  election  of  directors)  of the  votes  cast,
including  abstentions,  by the  holders  of shares of such  class or classes or
series shall be the act of such class or classes or series.

         Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of
stockholders,  whether  annual or special,  may be  adjourned  from time to time
either by the chairman of the meeting or by the vote of a majority of the shares
casting  votes,  excluding  abstentions.  When a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned  meeting,  the  corporation  may transact any business which might
have been  transacted at the original  meeting.  If the  adjournment is for more
than thirty (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 meeting.

         Section  10.  Voting  Rights.  For the  purpose  of  determining  those
stockholders  entitled  to vote at any  meeting of the  stockholders,  except as
otherwise provided by law, only persons in whose names shares stand on the stock
records of the  corporation  on the record  date,  as  provided in Section 12 of
these Bylaws,  shall be entitled to vote at any meeting of  stockholders.  Every
person  entitled to vote shall have the right to do so either in person or by an
agent or agents  authorized by a proxy granted in accordance with Nevada law. An
agent so  appointed  need not be a  stockholder.  No proxy  shall be voted after
three (3) years from its date of creation unless the proxy provides for a longer
period.

         Section 11. Joint Owners of Stock. If shares or other securities having
voting  power stand of record in the names of two (2) or more  persons,  whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the  entirety,  or  otherwise,  or if two (2) or more  persons  have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order  appointing them or creating the  relationship  wherein it is so provided,
their acts with respect to voting shall have the following  effect:  (a) if only
one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the
majority so voting  binds all;  (c) if more than one (1) votes,  but the vote is
evenly split on any particular  matter,  each faction may vote the securities in
question proportionally, or may apply to the Nevada Court of Chancery for relief
as provided in the Business  Association Act of Nevada,  Section 217(b).  If the
instrument  filed  with the  Secretary  shows  that any such  tenancy is held in
unequal  interests,  a majority or even-split  for the purpose of subsection (c)
shall be a majority or even-split in interest.

         Section 12. List of Stockholders. The Secretary shall prepare and make,
at least ten (10) days before every meeting of stockholders,  a complete list of
the  stockholders  entitled to vote at said  meeting,  arranged in  alphabetical
order,  showing  the  address  of each  stockholder  and the  number  of  shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary  business  hours,  for a period of at least ten (10) days  prior to the
meeting,  either at a place  within  the city  where the  meeting is to be held,
which  place  shall be  specified  in the  notice  of the  meeting,  or,  if not
specified,  at the place  where the  meeting  is to be held.  The list  shall be
produced and kept at the time and place of meeting during the whole time thereof
and may be inspected by any stockholder who is present.

         Section 13.  Action  Without  Meeting.  No action shall be taken by the
stockholders  except at an annual or special meeting of  stockholders  called in
accordance  with these  Bylaws,  or by the  written  consent  of a  majority  of
stockholders.

         Section 14.  Organization.

         (a.) At every  meeting of  stockholders,  the  Chairman of the Board of
Directors, or, if a Chairman has not been appointed or is absent, the President,
or, if the President is absent,  a chairman of the meeting  chosen by a majority
in interest of the stockholders entitled to vote, present in person or by proxy,
shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary of the meeting.

         (b.) The Board of  Directors  of the  corporation  shall be entitled to
make such rules or regulations for the conduct of meetings of stockholders as it
shall  deem  necessary,  appropriate  or  convenient.  Subject to such rules and
regulations of the Board of Directors, if any, the chairman of the meeting shall
have the right and authority to prescribe such rules, regulations and procedures
and to do all such acts as, in the  judgment of such  chairman,  are  necessary,
appropriate  or  convenient  for the proper  conduct of the meeting,  including,
without limitation, establishing an agenda or order of business for the meeting,
rules and  procedures  for  maintaining  order at the  meeting and the safety of
those present,  limitations on  participation in such meeting to stockholders of
record of the corporation and their duly authorized and constituted  proxies and
such other persons as the chairman  shall permit,  restrictions  on entry to the
meeting after the time fixed for the  commencement  thereof,  limitations on the
time  allotted to questions or comments by  participants  and  regulation of the
opening and closing of the polls for  balloting on matters which are to be voted
on by ballot.  Unless and to the extent  determined by the Board of Directors or
the chairman of the meeting,  meetings of stockholders  shall not be required to
be held in accordance with rules of parliamentary procedure.

                                   ARTICLE IV

                                    DIRECTORS

         Section  15.  Number  and  Qualification.   The  authorized  number  of
directors of the corporation shall be not less than one (1) nor more than twelve
(12) as  fixed  from  time to time by  resolution  of the  Board  of  Directors;
provided  that no decrease in the number of directors  shall shorten the term of
any incumbent directors.  Directors need not be stockholders.  If for any cause,
the  directors  shall not have been  elected at an annual  meeting,  they may be
elected  as  soon   thereafter  as  convenient  at  a  special  meeting  of  the
stockholders called for that purpose in the manner provided in these Bylaws.

         Section 16. Powers.  The powers of the corporation  shall be exercised,
its business  conducted  and its property  controlled by the Board of Directors,
except  as  may  be  otherwise  provided  by  statute  or  by  the  Articles  of
Incorporation.

         Section 17.  Election and Term of Office of  Directors.  Members of the
Board of Directors  shall hold office for the terms specified in the Articles of
Incorporation,  as it  may be  amended  from  time  to  time,  and  until  their
successors have been elected as provided in the Articles of Incorporation.

         Section 18.  Vacancies.  Unless  otherwise  provided in the Articles of
Incorporation,  any  vacancies on the Board of Directors  resulting  from death,
resignation,  disqualification,  removal or other  causes and any newly  created
directorships  resulting  from any  increase in the number of  directors,  shall
unless the Board of Directors  determines by resolution  that any such vacancies
or newly created  directorships  shall be filled by stockholder  vote, be filled
only by the affirmative vote of a majority of the 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  director for which the vacancy was created or occurred and
until such director's successor shall have been elected and qualified. A vacancy
in the Board of Directors  shall be deemed to exist under this Bylaw in the case
of the death, removal or resignation of any director.

         Section  19.  Resignation.  Any  director  may  resign  at any  time by
delivering his written resignation to the Secretary, such resignation to specify
whether it will be effective at a particular time, upon receipt by the Secretary
or at the pleasure of the Board of Directors.  If no such specification is made,
it shall be deemed effective at the pleasure of the Board of Directors. When one
or more  directors  shall  resign from the Board of  Directors,  effective  at a
future date, a majority of the  directors  then in office,  including  those who
have so resigned,  shall have power to fill such vacancy or vacancies,  the vote
thereon to take  effect  when such  resignation  or  resignations  shall  become
effective,  and each  director  so chosen  shall hold  office for the  unexpired
portion of the term of the  director  whose place shall be vacated and until his
successor shall have been duly elected and qualified.

         Section 20.  Removal.  Subject to the  Articles of  Incorporation,  any
director may be removed by:

         (a.)  the  affirmative  vote  of  the  holders  of a  majority  of  the
outstanding  shares of the  Corporation  then entitled to vote,  with or without
cause; or

         (b.) the  affirmative and unanimous vote of a majority of the directors
of the  Corporation,  with  the  exception  of the vote of the  directors  to be
removed, with or without cause.

         Section 21.  Meetings.

         (a.)  Annual  Meetings.  The annual  meeting of the Board of  Directors
shall be held  immediately  after the annual meeting of stockholders  and at the
place where such meeting is held. No notice of an annual meeting of the Board of
Directors  shall be necessary  and such meeting shall be held for the purpose of
electing  officers and  transacting  such other  business as may  lawfully  come
before it.

         (b.)  Regular  Meetings.  Except  as  hereinafter  otherwise  provided,
regular  meetings of the Board of  Directors  shall be held in the office of the
corporation  required  to be  maintained  pursuant  to Section 2 hereof.  Unless
otherwise  restricted by the Articles of Incorporation,  regular meetings of the
Board of Directors  may also be held at any place within or without the state of
Nevada which has been  designated by resolution of the Board of Directors or the
written consent of all directors.

         (c.) Special Meetings.  Unless otherwise  restricted by the Articles of
Incorporation,  special  meetings of the Board of  Directors  may be held at any
time and place  within or  without  the State of Nevada  whenever  called by the
Chairman of the Board, the President or any two of the directors.

         (d.) Telephone  Meetings.  Any member of the Board of Directors,  or of
any  committee  thereof,  may  participate  in a meeting 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
by such means shall constitute presence in person at such meeting.

         (e.)  Notice of  Meetings.  Notice of the time and place of all special
meetings of the Board of Directors shall be orally or in writing,  by telephone,
facsimile,   telegraph  or  telex,   during  normal  business  hours,  at  least
twenty-four  (24)  hours  before  the date and time of the  meeting,  or sent in
writing to each director by first class mail,  charges  prepaid,  at least three
(3) days before the date of the meeting.  Notice of any meeting may be waived in
writing  at any time  before  or after  the  meeting  and will be  waived by any
director by attendance thereat, except when the director attends the meeting for
the 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.

         (f.) Waiver of Notice.  The  transaction of all business at any meeting
of the Board of Directors, or any committee thereof,  however called or noticed,
or wherever  held,  shall be as valid as though had at a meeting duly held after
regular call and notice,  if a quorum be present and if,  either before or after
the meeting,  each of the directors  not present shall sign a written  waiver of
notice.  All such waivers  shall be filed with the  corporate  records or made a
part of the minutes of the meeting.

         Section 22.  Quorum and Voting.

         (a.) Unless the Articles of Incorporation requires a greater number and
except  with  respect to  indemnification  questions  arising  under  Section 43
hereof,  for which a quorum  shall be one-third of the exact number of directors
fixed from time to time in  accordance  with the  Articles of  Incorporation,  a
quorum of the Board of Directors shall consist of a majority of the exact number
of directors  fixed from time to time by the Board of  Directors  in  accordance
with the Articles of Incorporation  provided,  however, at any meeting whether a
quorum be present or otherwise,  a majority of the directors present may adjourn
from time to time until the time fixed for the next regular meeting of the Board
of Directors, without notice other than by announcement at the meeting.

         (b.) At each  meeting  of the Board of  Directors  at which a quorum is
present,  all questions and business shall be determined by the affirmative vote
of a majority of the directors  present,  unless a different vote be required by
law, the Articles of Incorporation or these Bylaws.

         Section 23. Action Without Meeting.  Unless otherwise restricted by the
Articles of Incorporation  or these Bylaws,  any action required or permitted to
be taken at any meeting of the Board of  Directors or of any  committee  thereof
may be taken  without a meeting,  if all  members of the Board of  Directors  or
committee,  as the case may be, consent thereto in writing,  and such writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee.

         Section 24. Fees and Compensation.  Directors shall be entitled to such
compensation  for their  services as may be approved by the Board of  Directors,
including,  if so approved, by resolution of the Board of Directors, a fixed sum
and expenses of  attendance,  if any, for  attendance at each regular or special
meeting of the Board of Directors and at any meeting of a committee of the Board
of  Directors.  Nothing  herein  contained  shall be  construed  to preclude any
director  from  serving  the  corporation  in any other  capacity as an officer,
agent, employee, or otherwise and receiving compensation therefore.

         Section 25.  Committees.

         (a.)  Executive  Committee.  The Board of Directors  may by  resolution
passed by a  majority  of the whole  Board of  Directors  appoint  an  Executive
Committee to consist of one (1) or more members of the Board of  Directors.  The
Executive  Committee,  to the  extent  permitted  by  law  and  provided  in the
resolution of the Board of Directors  shall have and may exercise all the powers
and  authority of the Board of Directors in the  management  of the business and
affairs of the corporation,  including without limitation the power or authority
to  declare  a  dividend,  to  authorize  the  issuance  of stock and to adopt a
certificate  of  ownership  and  merger,  and  may  authorize  the  seal  of the
corporation  to be  affixed  to all  papers  which may  require  it; but no such
committee  shall  have the power or  authority  in  reference  to  amending  the
Articles of Incorporation (except that a committee may, to the extent authorized
in the resolution or  resolutions  providing for the issuance of shares of stock
adopted  by  the  Board  of  Directors  fix  the  designations  and  any  of the
preferences  or  rights  of  such  shares  relating  to  dividends,  redemption,
dissolution,  any  distribution  of assets of the  corporation or the conversion
into,  or the exchange of such shares for,  shares of any other class or classes
or any other  series of the same or any other  class or  classes of stock of the
corporation  or fix the number of shares of any series of stock or authorize the
increase or  decrease of the shares of any  series),  adopting an  agreement  of
merger or  consolidation,  recommending to the  stockholders  the sale, lease or
exchange of all or substantially all of the  corporation's  property and assets,
recommending  to  the  stockholders  a  dissolution  of  the  corporation  or  a
revocation of a dissolution, or amending the bylaws of the corporation.

         (b.) Other Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of  Directors,  from time to time  appoint such
other committees as may be permitted by law. Such other committees  appointed by
the Board of Directors  shall consist of one (1) or more members of the Board of
Directors  and  shall  have  such  powers  and  perform  such  duties  as may be
prescribed by the resolution or resolutions creating such committees,  but in no
event shall such committee have the powers denied to the Executive  Committee in
these Bylaws.

         (c.) Term.  Each member of a committee of the Board of Directors  shall
serve a term on the committee coexistent with such member's term on the Board of
Directors. The Board of Directors,  subject to the provisions of subsections (a)
or (b) of this Bylaw may at any time  increase or decrease the number of members
of a committee or terminate  the existence of a committee.  The  membership of a
committee  member  shall  terminate  on the  date  of  his  death  or  voluntary
resignation  from the  committee  or from the Board of  Directors.  The Board of
Directors may at any time for any reason remove any individual  committee member
and the Board of  Directors  may fill any  committee  vacancy  created by death,
resignation,  removal or increase in the number of members of the committee. The
Board of Directors may designate one or more  directors as alternate  members of
any committee,  who may replace any absent or disqualified member at any meeting
of the committee,  and, in addition,  in the absence or  disqualification of any
member of a committee,  the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a quorum, may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in the place of any such absent or disqualified member.

         (d.) Meetings.  Unless the Board of Directors shall otherwise  provide,
regular  meetings of the Executive  Committee or any other  committee  appointed
pursuant  to this  Section  25 shall be held at such  times  and  places  as are
determined by the Board of Directors, or by any such committee,  and when notice
thereof has been given to each member of such  committee,  no further  notice of
such regular  meetings need be given  thereafter.  Special  meetings of any such
committee may be held at any place which has been  determined  from time to time
by such  committee,  and may be called by any  director  who is a member of such
committee,  upon written notice to the members of such committee of the time and
place of such  special  meeting  given in the manner  provided for the giving of
written  notice to  members of the Board of  Directors  of the time and place of
special meetings of the Board of Directors. Notice of any special meeting of any
committee  may be waived in writing at any time  before or after the meeting and
will be waived by any director by attendance  thereat,  except when the director
attends  such  special  meeting for the  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.  A majority of the  authorized  number of
members of any such committee  shall  constitute a quorum for the transaction of
business,  and the act of a majority of those  present at any meeting at which a
quorum is present shall be the act of such committee.

         Section  26.  Organization.  At every  meeting  of the  directors,  the
Chairman of the Board of Directors,  or, if a Chairman has not been appointed or
is absent,  the President,  or if the President is absent,  the most senior Vice
President,  or, in the  absence of any such  officer,  a chairman of the meeting
chosen by a majority of the directors  present,  shall preside over the meeting.
The Secretary,  or in his absence,  an Assistant  Secretary directed to do so by
the President, shall act as secretary of the meeting.

                                    ARTICLE V

                                    OFFICERS

         Section 27. Officers Designated.  The officers of the corporation shall
include,  if and when designated by the Board of Directors,  the Chairman of the
Board of Directors, the Chief Executive Officer, the President, one or more Vice
Presidents,  the Secretary,  the Chief  Financial  Officer,  the Treasurer,  the
Controller, all of whom shall be elected at the annual organizational meeting of
the Board of  Direction.  The Board of  Directors  may also  appoint one or more
Assistant  Secretaries,  Assistant  Treasurers,  Assistant  Controllers and such
other  officers  and  agents  with  such  powers  and  duties  as it shall  deem
necessary.  The Board of Directors may assign such  additional  titles to one or
more of the officers as it shall deem  appropriate.  Any one person may hold any
number  of  offices  of the  corporation  at any one  time  unless  specifically
prohibited  by law. The salaries and other  compensation  of the officers of the
corporation  shall be  fixed  by or in the  manner  designated  by the  Board of
Directors.

         Section 28.         Tenure and Duties of Officers.

         (a.)  General.  All  officers  shall hold office at the pleasure of the
Board of Directors and until their  successors  shall have been duly elected and
qualified,  unless sooner removed. Any officer elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors. If the office
of any officer  becomes vacant for any reason,  the vacancy may be filled by the
Board of Directors.

         (b.) Duties of Chairman of the Board of Directors.  The Chairman of the
Board  of  Directors,  when  present,  shall  preside  at  all  meetings  of the
stockholders and the Board of Directors.  The Chairman of the Board of Directors
shall  perform  other  duties  commonly  incident  to his  office and shall also
perform  such other  duties and have such other powers as the Board of Directors
shall  designate from time to time. If there is no President,  then the Chairman
of the Board of Directors shall also serve as the Chief Executive Officer of the
corporation and shall have the powers and duties  prescribed in paragraph (c) of
this Section 28.

         (c.) Duties of President.  The President  shall preside at all meetings
of the  stockholders  and at all meetings of the Board of Directors,  unless the
Chairman of the Board of Directors  has been  appointed  and is present.  Unless
some other officer has been elected Chief Executive  Officer of the corporation,
the President shall be the chief executive officer of the corporation and shall,
subject to the  control of the Board of  Directors,  have  general  supervision,
direction  and control of the  business  and  officers of the  corporation.  The
President shall perform other duties  commonly  incident to his office and shall
also  perform  such  other  duties  and have such  other  powers as the Board of
Directors shall designate from time to time.

         (d.)  Duties of Vice  Presidents.  The Vice  Presidents  may assume and
perform  the  duties  of the  President  in the  absence  or  disability  of the
President or whenever the office of  President  is vacant.  The Vice  Presidents
shall  perform  other  duties  commonly  incident to their office and shall also
perform  such other  duties and have such other powers as the Board of Directors
or the President shall designate from time to time.

         (e.) Duties of Secretary.  The  Secretary  shall attend all meetings of
the  stockholders  and of the Board of  Directors  and shall record all acts and
proceedings  thereof in the minute book of the corporation.  The Secretary shall
give notice in conformity with these Bylaws of all meetings of the  stockholders
and of all  meetings  of the  Board  of  Directors  and  any  committee  thereof
requiring  notice.  The  Secretary  shall  perform all other duties given him in
these  Bylaws and other  duties  commonly  incident to his office and shall also
perform  such other  duties and have such other powers as the Board of Directors
shall  designate  from time to time.  The  President  may direct  any  Assistant
Secretary  to assume and perform the duties of the  Secretary  in the absence or
disability of the Secretary,  and each Assistant  Secretary  shall perform other
duties commonly  incident to his office and shall also perform such other duties
and have such other  powers as the Board of  Directors  or the  President  shall
designate from time to time.

         (f.) Duties of Chief Financial  Officer.  The Chief  Financial  Officer
shall  keep or cause to be kept the books of  account  of the  corporation  in a
thorough and proper manner and shall render  statements of the financial affairs
of the  corporation  in such  form  and as  often as  required  by the  Board of
Directors or the President. The Chief Financial Officer, subject to the order of
the Board of  Directors,  shall have the custody of all funds and  securities of
the corporation. The Chief Financial Officer shall perform other duties commonly
incident to his office and shall also  perform  such other  duties and have such
other powers as the Board of Directors or the  President  shall  designate  from
time to time. The President may direct the Treasurer or any Assistant Treasurer,
or the  Controller or any Assistant  Controller to assume and perform the duties
of the  Chief  Financial  Officer  in the  absence  or  disability  of the Chief
Financial  Officer,   and  each  Treasurer  and  Assistant  Treasurer  and  each
Controller and Assistant Controller shall perform other duties commonly incident
to his  office  and shall also  perform  such  other  duties and have such other
powers as the Board of Directors or the President  shall  designate from time to
time.

         Section 29.  Delegation of  Authority.  The Board of Directors may from
time to time  delegate the powers or duties of any officer to any other  officer
or agent, notwithstanding any provision hereof.

         Section 30. Resignations.  Any officer may resign at any time by giving
written  notice  to  the  Board  of  Directors  or to  the  President  or to the
Secretary.  Any such resignation  shall be effective when received by the person
or  persons  to whom  such  notice is given,  unless a later  time is  specified
therein,  in which event the  resignation  shall become  effective at such later
time.  Unless  otherwise  specified in such notice,  the  acceptance of any such
resignation  shall not be necessary to make it effective.  Any resignation shall
be  without  prejudice  to the  rights,  if any,  of the  corporation  under any
contract with the resigning officer.

         Section 31.  Removal.  Any  officer  may be removed  from office at any
time, either with or without cause, by the affirmative vote of a majority of the
directors  in office at the time,  or by the  unanimous  written  consent of the
directors in office at the time, or by any  committee or superior  officers upon
whom such power of removal may have been conferred by the Board of Directors.

                                   ARTICLE VI

                  EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
                     OF SECURITIES OWNED BY THE CORPORATION

         Section 32. Execution of Corporate  Instrument.  The Board of Directors
may, in its discretion, determine the method and designate the signatory officer
or officers, or other person or persons, to execute on behalf of the corporation
any corporate  instrument or document,  or to sign on behalf of the  corporation
the corporate name without  limitation,  or to enter into contracts on behalf of
the  corporation,  except where otherwise  provided by law or these Bylaws,  and
such execution or signature shall be binding upon the corporation.

         Unless otherwise  specifically  determined by the Board of Directors or
otherwise required by law, promissory notes, deeds of trust, mortgages and other
evidences of indebtedness of the corporation, and other corporate instruments or
documents  requiring the corporate  seal,  and  certificates  of shares of stock
owned by the corporation,  shall be executed, signed or endorsed by the Chairman
of the Board of Directors,  or the President or any Vice  President,  and by the
Secretary or Treasurer or any Assistant  Secretary or Assistant  Treasurer.  All
other  instruments  and documents  requiting the  corporate  signature,  but not
requiring  the  corporate  seal,  may be executed as  aforesaid or in such other
manner as may be directed by the Board of Directors.

         All checks and drafts drawn on banks or other  depositaries on funds to
the credit of the corporation or in special accounts of the corporation shall be
signed by such person .or persons as the Board of Directors  shall  authorize so
to do.

         Unless  authorized  or ratified by the Board of Directors or within the
agency power of an officer,  no officer,  agent or employee shall have any power
or authority to bind the  corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

         Section 33. Voting of Securities  Owned by the  Corporation.  All stock
and other securities of other  corporations owned or held by the corporation for
itself,  or for other parties in any capacity,  shall be voted,  and all proxies
with respect  thereto  shall be executed,  by the person  authorized so to do by
resolution of the Board of Directors,  or, in the absence of such authorization,
by the Chairman of the Board of  Directors,  the Chief  Executive  Officer,  the
President, or any Vice President.

                                   ARTICLE VII

                                 SHARES OF STOCK

Section 34. Form and Execution of  Certificates.  Certificates for the shares of
stock  of the  corporation  shall  be in such  form as is  consistent  with  the
Articles of  Incorporation  and  applicable  law.  Every  holder of stock in the
corporation shall be entitled to have a certificate  signed by or in the name of
the  corporation by the Chairman of the Board of Directors,  or the President or
any Vice President and by the Treasurer or Assistant  Treasurer or the Secretary
or  Assistant  Secretary,  certifying  the number of shares  owned by him in the
corporation.  Any or all of the signatures on the certificate may be facsimiles.
In case any  officer,  transfer  agent,  or  registrar  who has  signed or whose
facsimile  signature has been placed upon a certificate  shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he were such officer,  transfer  agent,
or registrar at the date of issue. Each certificate shall state upon the face or
back  thereof,  in  full  or  in  summary,  all  of  the  powers,  designations,
preferences,  and rights,  and the  limitations  or  restrictions  of the shares
authorized to be issued or shall, except as otherwise required by law, set forth
on the face or back a statement that the corporation will furnish without charge
to each  stockholder who so requests the powers,  designations,  preferences and
relative,  participating,  optional,  or other  special  rights of each class of
stock or series thereof and the  qualifications,  limitations or restrictions of
such preferences  and/or rights.  Within a reasonable time after the issuance or
transfer of  uncertificated  stock, the corporation shall send to the registered
owner thereof a written  notice  containing the  information  required to be set
forth or stated on certificates  pursuant to this section or otherwise  required
by law or with respect to this  section a statement  that the  corporation  will
furnish  without  charge  to  each  stockholder  who  so  requests  the  powers,
designations,  preferences and relative participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations  or  restrictions  of such  preferences  and/or  rights.  Except  as
otherwise  expressly  provided by law, the rights and obligations of the holders
of  certificates  representing  stock  of the same  class  and  series  shall be
identical.

         Section 35. Lost Certificates.  A new certificate or certificates shall
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.  The  corporation  may  require,  as a  condition
precedent to the issuance of a new  certificate  or  certificates,  the owner of
such lost,  stolen,  or  destroyed  certificate  or  certificates,  or his legal
representative,  to advertise  the same in such manner as it shall require or to
give the  corporation  a surety bond in such form and amount as it may direct as
indemnity  against  any claim  that may be made  against  the  corporation  with
respect to the certificate alleged to have been lost, stolen, or destroyed.

         Section 36.  Transfers.

         (a.) Transfers of record of shares of stock of the corporation shall be
made only upon its books by the holders  thereof,  in person or by attorney duly
authorized,  and  upon the  surrender  of a  properly  endorsed  certificate  or
certificates for a like number of shares.

         (b.) The  corporation  shall have power to enter into and  perform  any
agreement with any number of stockholders of any one or more classes of stock of
the  corporation to restrict the transfer of shares of stock of the  corporation
of any  one or more  classes  owned  by  such  stockholders  in any  manner  not
prohibited by the Business Association Act of Nevada.

         Section 37.  Fixing Record Dates.

         (a.) In order  that the  corporation  may  determine  the  stockholders
entitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any
adjournment  thereof, the Board of Directors may fix, in advance, a record date,
which  record date shall not precede the date upon which the  resolution  fixing
the record  date is adopted by the Board of  Directors,  and which  record  date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting.  If no record date is fixed by the Board of Directors,  the record
date for determining  stockholders entitled to notice of or to vote at a meeting
of stockholders  shall be at the close of business on the day next preceding the
day on which notice is given,  or if notice is waived,  at the close of business
on the day next preceding the day on which the meeting is held. A  determination
of  stockholders  of record  entitled  to  notice of or to vote at a meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         (b.) In order  that the  corporation  may  determine  the  stockholders
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights or the stockholders  entitled to exercise any rights in respect of
any change,  conversion  or  exchange of stock,  or for the purpose of any other
lawful action,  the Board of Directors may fix, in advance, a record date, which
record  date shall not  precede  the date upon which the  resolution  fixing the
record date is adopted,  and which record date shall be not more than sixty (60)
days prior to such  action.  If no record  date is filed,  the  record  date for
determining  stockholders for any such purpose shall be at the close of business
on the day on which  the  Board of  Directors  adopts  the  resolution  relating
thereto.

         Section 38. Registered Stockholders.  The corporation shall be entitled
to recognize  the  exclusive  right of a person  registered  on its books as the
owner of shares to receive  dividends,  and to vote as such owner, and shall not
be bound to recognize  any equitable or other claim to or interest in such share
or shares on the part of any other  person  whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Nevada.

                                  ARTICLE VIII

                       OTHER SECURITIES OF THE CORPORATION

         Section 39. Execution of Other  Securities.  All bonds,  debentures and
other corporate  securities of the  corporation,  other than stock  certificates
(covered  in  Section  34),  may be  signed  by the  Chairman  of the  Board  of
Directors,  the President or any Vice President,  or such other person as may be
authorized by the Board of Directors,  and the corporate seal impressed  thereon
or a facsimile of such seal  imprinted  thereon and attested by the signature of
the  Secretary  or an Assistant  Secretary,  or the Chief  Financial  Officer or
Treasurer  or an Assistant  Treasurer;  provided,  however,  that where any such
bond, debenture or other corporate security shall be authenticated by the manual
signature,  or where  permissible  facsimile  signature,  of a trustee  under an
indenture  pursuant to which such bond,  debenture or other  corporate  security
shall be issued,  the  signatures  of the  persons  signing  and  attesting  the
corporate seal on such bond,  debenture or other  corporate  security may be the
imprinted  facsimile  of  the  signatures  of  such  persons.  Interest  coupons
appertaining  to  any  such  bond,   debenture  or  other  corporate   security,
authenticated by a trustee as aforesaid,  shall be signed by the Treasurer or an
Assistant Treasurer of the corporation or such other person as may be authorized
by the Board of Directors,  or bear imprinted thereon the facsimile signature of
such  person.  In case any officer  who shall have signed or attested  any bond,
debenture or other corporate security, or whose facsimile signature shall appear
thereon or on any such  interest  coupon,  shall have ceased to be such  officer
before the bond,  debenture  or other  corporate  security so signed or attested
shall have been  delivered,  such bond,  debenture or other  corporate  security
nevertheless  may be adopted by the  corporation  and  issued and  delivered  as
though the person who signed the same or whose  facsimile  signature  shall have
been used thereon had not ceased to be such officer of the corporation.

                                   ARTICLE IX

                                    DIVIDENDS

         Section 40. Declaration of Dividends.  Dividends upon the capital stock
of the corporation,  subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors pursuant to law at any regular
or special meeting.  Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.

         Section 41. Dividend Reserve. Before payment of any dividend, there may
be set aside out of any funds of the  corporation  available for dividends  such
sum or sums as the  Board of  Directors  from  time to time,  in their  absolute
discretion, think proper as a reserve or reserves to meet contingencies,  or for
equalizing  dividends,  or for  repairing  or  maintaining  any  property of the
corporation,  or for such other  purpose as the Board of  Directors  shall think
conducive to the  interests of the  corporation,  and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

                                    ARTICLE X

                                   FISCAL YEAR

         Section 42. Fiscal Year.  The fiscal year of the  corporation  shall be
fixed by resolution of the Board of Directors.

                                   ARTICLE XI

                                 INDEMNIFICATION

         Section 43.  Indemnification of Directors,  Executive  Officers,  Other
Officers, Employees and Other Agents.

         (a.) Directors Officers.  The corporation shall indemnify its directors
and  officers  to the  fullest  extent not  prohibited  by the  Nevada  Business
Association Act; provided,  however,  that the corporation may modify the extent
of such indemnification by individual contracts with its directors and officers;
and, provided,  further, that the corporation shall not be required to indemnify
any director or officer in  connection  with any  proceeding  (or part  thereof)
initiated by such person unless (i) such  indemnification  is expressly required
to be made by law, (ii) the  proceeding was authorized by the Board of Directors
of the corporation,  (iii) such  indemnification is provided by the corporation,
in its sole discretion,  pursuant to the powers vested in the corporation  under
the Nevada Business  Association Act or (iv) such indemnification is required to
be made under subsection (d).

         (b.) Employees and Other Agents.  The  corporation  shall have power to
indemnify  its  employees  and other agents as set forth in the Nevada  Business
Association Act.

         (c.) Expense. The corporation shall advance to any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or officer, of
the  corporation,  or is or was serving at the request of the  corporation  as a
director  or  executive  officer  of  another  corporation,  partnership,  joint
venture,  trust  or other  enterprise,  prior to the  final  disposition  of the
proceeding,  promptly following request therefore,  all expenses incurred by any
director  or officer  in  connection  with such  proceeding  upon  receipt of an
undertaking  by or on behalf of such person to repay said mounts if it should be
determined  ultimately that such person is not entitled to be indemnified  under
this Bylaw or otherwise.

         Notwithstanding the foregoing,  unless otherwise determined pursuant to
paragraph (e) of this Bylaw,  no advance shall be made by the  corporation to an
officer of the corporation (except by reason of the fact that such officer is or
was a director of the corporation in which event this paragraph shall not apply)
in any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  if a  determination  is reasonably  and promptly made (i) by the
Board of Directors by a majority  vote of a quorum  consisting  of directors who
were not parties to the  proceeding,  or (ii) if such quorum is not  obtainable,
or, even if  obtainable,  a quorum of  disinterested  directors  so directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that such person  acted in bad faith or in a manner that such
person did not  believe to be in or not  opposed  to the best  interests  of the
corporation.

         (d.)  Enforcement.  Without the  necessity of entering  into an express
         contract,  all rights to indemnification  and advances to directors and
         officers under this Bylaw shall be deemed to be contractual  rights and
         be  effective  to the same extent and as if provided  for in a contract
         between the  corporation  and the  director  or  officer.  Any right to
         indemnification  or  advances  granted by this  Bylaw to a director  or
         officer shall be enforceable by or on behalf of the person holding such
         right in any  court of  competent  jurisdiction  if (i) the  claim  for
         indemnification  or advances is denied, in whole or in part, or (ii) no
         disposition  of such claim is made  within  ninety (90) days of request
         therefor.  The claimant in such  enforcement  action,  if successful in
         whole or in part,  shall be  entitled  to be paid also the  expense  of
         prosecuting   his   claim.   In   connection   with   any   claim   for
         indemnification,  the  corporation  shall  be  entitled  to  raise as a
         defense to any such action that the  claimant  has not met the standard
         of  conduct  that  make  it  permissible   under  the  Nevada  Business
         Association  Act for the  corporation to indemnify the claimant for the
         amount  claimed.  In  connection  with any claim by an  officer  of the
         corporation (except in any action,  suit or proceeding,  whether civil,
         criminal,  administrative or investigative,  by reason of the fact that
         such officer is or was a director of the corporation) for advances, the
         corporation  shall be entitled to raise a defense as to any such action
         clear and convincing evidence that such person acted in bad faith or in
         a manner  that such  person did not  believe to be in or not opposed in
         the best interests of the corporation,  or with respect to any criminal
         action or proceeding that such person acted without reasonable cause to
         believe  that his  conduct  was  lawful.  Neither  the  failure  of the
         corporation  (including  its  Board  of  Directors,  independent  legal
         counsel or its stockholders) to have made a determination  prior to the
         commencement  of such action that  indemnification  of the  claimant is
         proper in the circumstances  because he has met the applicable standard
         of conduct set forth in the Nevada  Business  Association  Act,  nor an
         actual  determination  by  the  corporation  (including  its  Board  of
         Directors,  independent  legal  counsel or its  stockholders)  that the
         claimant has not met such  applicable  standard of conduct,  shall be a
         defense to the action or create a presumption that claimant has not met
         the applicable  standard of conduct.  In any suit brought by a director
         or officer to enforce a right to  indemnification  or to an advancement
         of  expenses  hereunder,  the burden of proving  that the  director  or
         officer is not entitled to be  indemnified,  or to such  advancement of
         expenses,   under  this  Article  XI  or  otherwise  shall  be  on  the
         corporation.

         (e.)  Non-Exclusivity  of Rights. The rights conferred on any person by
         this Bylaw shall not be  exclusive of any other right which such person
         may have or  hereafter  acquire  under any  statute,  provision  of the
         Articles of Incorporation,  Bylaws,  agreement, vote of stockholders or
         disinterested directors or otherwise, both as to action in his official
         capacity and as to action in another capacity while holding office. The
         corporation  is  specifically   authorized  to  enter  into  individual
         contracts  with any or all of its  directors,  officers,  employees  or
         agents respecting  indemnification and advances,  to the fullest extent
         not prohibited by the Nevada Business Association Act.

         (f.)  Survival of Rights.  The rights  conferred  on any person by this
         Bylaw  shall  continue  as to a person who has ceased to be a director,
         officer,  employee or other agent and shall inure to the benefit of the
         heirs, executors and administrators of such a person.

         (g.) Insurance.  To the fullest extent permitted by the Nevada Business
         Association  Act,  the  corporation,  upon  approval  by the  Board  of
         Directors,  may purchase  insurance on behalf of any person required or
         permitted to be indemnified pursuant to this Bylaw.

         (h.) Amendments. Any repeal or modification of this Bylaw shall only be
         prospective  and shall not affect the rights under this Bylaw in effect
         at the time of the alleged  occurrence of any action or omission to act
         that  is  the  cause  of  any  proceeding  against  any  agent  of  the
         corporation.

         (i.)  Saving  Clause.  If this  Bylaw or any  portion  hereof  shall be
         invalidated on any ground by any court of competent jurisdiction,  then
         the corporation shall nevertheless  indemnify each director and officer
         to the full extent not  prohibited  by any  applicable  portion of this
         Bylaw that shall not have been invalidated,  or by any other applicable
         law.

         (j.) Certain Definitions. For the purposes of this Bylaw, the following
         definitions shall apply:

         (i.) The  term  "proceeding"  shall  be  broadly  construed  and  shall
         include,   without   limitation,   the   investigation,    preparation,
         prosecution,  defense,  settlement,  arbitration and appeal of, and the
         giving of testimony in, any  threatened,  pending or completed  action,
         suit  or  proceeding,   whether  civil,  criminal,   administrative  or
         investigative.

         (ii.) The term "expenses" shall be broadly construed and shall include,
         without limitation,  court costs, attorneys' fees, witness fees, fines,
         amounts paid in settlement or judgment and any other costs and expenses
         of any nature or kind incurred in connection with any proceeding.

         (iii.) The term the  "corporation"  shall  include,  in addition to the
         resulting  corporation,  any  constituent  corporation  (including  any
         constituent of a  constituent)  absorbed in a  consolidation  or merger
         which,  if its separate  existence had continued,  would have had power
         and authority to indemnify its  directors,  officers,  and employees or
         agents, so that any person who is or was a director,  officer, employee
         or agent of such constituent  corporation,  or is or was serving at the
         request  of  such  constituent  corporation  as  a  director,  officer,
         employee or agent or another corporation,  partnership,  joint venture,
         trust or other  enterprise,  shall stand in the same position under the
         provisions  of this Bylaw with  respect to the  resulting  or surviving
         corporation  as  he  would  have  with  respect  to  such   constituent
         corporation if its separate existence had continued.

         (iv.)  References  to a  "director,"  "executive  officer,"  "officer,"
         "employee,"  or  "agent"  of the  corporation  shall  include,  without
         limitation,  situations  where such person is serving at the request of
         the  corporation  as,  respectively,  a  director,  executive  officer,
         officer,   employee,   trustee   or  agent  of   another   corporation,
         partnership, joint venture, trust or other enterprise.

         (v.) References to "other  enterprises"  shall include employee benefit
         plans; references to "fines" shall include any excise taxes assessed on
         a person with respect to an employee  benefit plan;  and  references to
         "serving at the request of the  corporation"  shall include any service
         as a  director,  officer,  employee or agent of the  corporation  which
         imposes  duties on, or involves  services by, such  director,  officer,
         employee,  or agent  with  respect to an  employee  benefit  plan,  its
         participants,  or  beneficiaries;  and a person who acted in good faith
         and in a manner he  reasonably  believed  to be in the  interest of the
         participants  and  beneficiaries  of an employee  benefit plan shall be
         deemed to have acted in a manner "not opposed to the best  interests of
         the corporation" as referred to in this Bylaw.

                                   ARTICLE XII

                                     NOTICES

         Section 44.  Notices.

         (a.) Notice to  Stockholders.  Whenever,  under any provisions of these
Bylaws, notice is required to be given to any stockholder,  it shall be given in
writing,  timely and duly deposited in the United States mail,  postage prepaid,
and addressed to his last known post office address as shown by the stock record
of the corporation or its transfer agent.

         (b.)  Notice  to  directors.  Any  notice  required  to be given to any
director may be given by the method stated in  subsection  (a), or by facsimile,
telex or  telegram,  except that such notice  other than one which is  delivered
personally  shall be sent to such address as such  director  shall have filed in
writing with the Secretary, or, in the absence of such filing, to the last known
post office address of such director.

         (c.) Affidavit of Mailing. An affidavit of mailing,  executed by a duly
authorized  and  competent  employee of the  corporation  or its transfer  agent
appointed with respect to the class of stock  affected,  specifying the name and
address  or the names and  addresses  of the  stockholder  or  stockholders,  or
director or directors, to whom any such notice or notices was or were given, and
the time and method of giving the same,  shall in the absence of fraud, be prima
facie evidence of the facts therein contained.

         (d.) Time Notices  Deemed  Given.  All notices  given by mail, as above
provided,  shall be deemed to have been given as at the time of mailing, and all
notices given by facsimile, telex or telegram shall be deemed to have been given
as of the sending time recorded at time of transmission.

         (e.) Methods of Notice.  It shall not be necessary that the same method
of giving notice be employed in respect of all  directors,  but one  permissible
method may be employed in respect of any one or more, and any other  permissible
method or methods may be employed in respect of any other or others.

         (f.) Failure to Receive Notice. The period or limitation of time within
which any  stockholder  may exercise any option or right, or enjoy any privilege
or benefit, or be required to act, or within which any director may exercise any
power or right, or enjoy any privilege,  pursuant to any notice sent him ill the
manner  above  provided,  shall not be affected or extended in any manner by the
failure of such stockholder or such director to receive such notice.

         (g.) Notice to Person with Whom  Communication  Is  Unlawful.  Whenever
notice is required to be given, under any provision of law or of the Articles of
Incorporation   or  Bylaws  of  the   corporation,   to  any  person  with  whom
communication is unlawful, the giving of such notice to such person shall not be
require and there  shall be no duty to apply to any  governmental  authority  or
agency for a license or permit to give such notice to such person. Any action or
meeting which shall be taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as if such notice
had been duly given.  In the event that the action taken by the  corporation  is
such as to require the filing of a certificate under any provision of the Nevada
Business  Association Act, the certificate  shall state, if such is the fact and
if notice is required,  that notice was given to all persons entitled to receive
notice except such persons with whom communication is unlawful.

         (h.) Notice to Person with  Undeliverable  Address.  Whenever notice is
required  to  be  given,   under  any  provision  of  law  or  the  Articles  of
Incorporation  or  Bylaws of the  corporation,  to any  stockholder  to whom (i)
notice of two consecutive annual meetings, and all notices of meetings or of the
taking of action by written  consent without a meeting to such person during the
period between such two consecutive  annual meetings,  or (ii) all, and at least
two,  payments  (if sent by  first  class  mail) of  dividends  or  interest  on
securities  during a  twelve-month  period,  have been mailed  addressed to such
person at his address as shown on the records of the  corporation  and have been
returned  undeliverable,  the giving of such notice to such person  shall not be
required.  Any action or meeting which shall be taken or held without  notice to
such person shall have the same force and effect as if such notice had been duly
given.  If any such person shall  deliver to the  corporation  a written  notice
setting forth his then current address,  the requirement that notice be given to
such  person  shall be  reinstated.  In the event that the  action  taken by the
corporation  is such  as to  require  the  filing  of a  certificate  under  any
provision of the Nevada Business Association Act, the certificate need not state
that notice was not given to persons to whom notice was not required to be given
pursuant to this paragraph.

                                   ARTICLE XII

                                   AMENDMENTS

         Section 45.   Amendments.

         The Board of Directors shall have the power to adopt,  amend, or repeal
Bylaws as set forth in the Articles of Incorporation.


Declared  as the  By-Laws  of Bronco  Energy  Fund,  Inc.  as of the 15th day of
November, 2004.


                      Signature of Officer:              /s/______________
                      Name of Officer:                   Daniel Hodges
                      Position of Officer:               President and Director