Exhibit 3.3                                                  Document is copied.


                           BY-LAWS FOR THE REGULATION
                     EXCEPT AS OTHERWISE PROVIDED BY STATUTE
                       OR ITS ARTICLES OF INCORPORATION OF
                              C2 TECHNOLOGIES, INC.


                                   ARTICLE I.

                                     Offices

         Section 1. PRINCIPAL  OFFICE.  The principal office for the transaction
of the  business of the  corporation  is hereby  fixed and located at Suite 880,
Bank of America Plaza, 50 West Liberty  Street,  Reno,  Nevada 89501,  being the
offices of THE NEVADA AGENCY AND TRUST COMPANY. The board of directors is hereby
granted  full power and  authority  to change  said  principal  office  from one
location to another in the State of Nevada.

         Section 2. OTHER OFFICES. Branch or subordinate offices may at any time
be  established  by the board of  directors  at any  place or  places  where the
corporation is qualified to do business.

                                   ARTICLE II.

                            Meetings of Shareholders

         Section 1. MEETING PLACE.  All annual meetings of shareholders  and all
other meetings of shareholders  shall be held either at the principal  office or
at any other place within or without the State of Nevada which may be designated
either by the board of directors,  pursuant to authority  hereinafter granted to
said  board,  or by the  written  consent of all  shareholders  entitled to vote
thereat,  given either  before or after the meeting and filed with the Secretary
of the corporation.

         Section 2. ANNUAL MEETINGS.  The annual meetings of shareholders  shall
be held on the  ___________ day of each year, at the hour of :00 o'clock _.m. of
said day commencing with the year 19 , provided,  however,  that should said day
fall upon a legal holiday then any such annual meeting of shareholders  shall be
held at the same time and place on the next day thereafter  ensuing which is not
a legal holiday.

Written  notice  of  each  annual  meeting  signed  by the  president  or a vice
president,  or the secretary, or an assistant secretary, or by such other person
or persons as the directors shall designate,  shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication,  charges  prepaid,  addressed to such  shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to  have  been  given  to  him,  if sent by  mail  or  other  means  of  written
communication  addressed  to  the  place  where  the  principal  office  of  the
corporation  is situated,  or if  published  at least once in some  newspaper of
general  circulation  in the county in which said  office is  located.  All such
notices shall be sent to each shareholder entitled thereto not less than ten(10)
nor more than sixty (60) days before each annual meeting,  and shall specify the
place,  the day anti the hour of such meeting,  and shall also state the purpose
or purposes for which the meeting is called.

<PAGE>

         Section 3. SPECIAL MEETINGS. Special meetings of the shareholders,  for
any purpose or purposes  whatsoever,  may be called at any time by the president
or by the board of directors,  or by one or more  shareholders  holding not less
than 10% of the voting power of the  corporation.  Except in special cases where
other  express  provision is made by statute,  notice of such  special  meetings
shall be given in the same  manner as ,f or  annual  meetings  of  shareholders.
Notices of any special  meeting shall specify in addition to the place,  day and
hour of such meeting, the purpose or purposes for which the meeting is called.

         Section 4. ADJOURNED  MEETINGS AND NOTICE  THEREOF.  Any  shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares,  the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum, no other business may be transacted at any such meeting.

When any  shareholders'  meeting,  either  annual or special,  is adjourned  for
thirty (30) days or more,  notice of the adjourned  meeting shall be given as in
the case of an original meeting. Save as aforesaid, it shall not be necessary to
give any notice of an  adjournment  or of the  business to be  transacted  at an
adjourned  meeting,  other  than by  announcement  at the  meeting at which such
adjournment is taken.

         Section 5. ENTRY OF NOTICE.  Whenever any shareholder  entitled to vote
has been absent from any meeting of shareholders,  whether annual or special, an
entry in the  minutes to the  effect  that  notice has been duly given  shall be
conclusive  and  incontrovertible  evidence  that due notice of such meeting was
given  to  such  shareholders,  as  required  by  law  and  the  By-Laws  of the
corporation.

         Section 6. VOTING.  At all annual and special  meetings of stockholders
entitled to vote thereat,  every holder of stock issued to a bona fide purchaser
of the same, represented by the holders thereof, either in person or by proxy in
writing,  shall have one vote for each share of stock so held and represented at
such  meetings,  unless the  Articles  of  Incorporation  of the  company  shall
otherwise  provide,  in which  event the voting  rights,  powers and  privileges
prescribed  in the said  Articles of  Incorporation  shall  prevail.  Voting for
directors and, upon demand of any stockholder,  upon any question at any meeting
shall be by  ballot.  Any  director  may be removed  from  office by the vote of
stockholders  representing  not less than  two-thirds of the voting power of the
issued and outstanding stock entitled to voting power.

         Section 7. QUORUM. The presence in person or by proxy of the holders of
a majority  of the shares  entitled to vote at any meeting  shall  constitute  a
quorum for the  transaction  of  business.  The  shareholders  present at a duly
called or held  meeting at which a quorum is present may continue to do business
until  adjournment,  notwithstanding  the withdrawal of enough  shareholders  to
leave less than a quorum.


<PAGE>

         Section 8. CONSENT OF  ABSENTEES.  The  transactions  of any meeting of
shareholders,  either annual or special, however called and noticed, shall be as
valid as though at a meeting  duly held  after  regular  call and  notice,  if a
quorum be present  either in person or by proxy,  and if either  before or after
the meeting, each of the shareholders entitled to vote, not present in person or
by proxy,  sign a written Waiver of Notice,  or a consent to the holding of such
meeting,  or an approval of the minutes thereof.  All such waivers,  consents or
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of this meeting.

         Section 9. PROXIES.  Every person entitled to vote or execute  consents
shall  have the  right  to do so  either  in  person  or by an  agent or  agents
authorized  by a written  proxy  executed by such person or his duly  authorized
agent and filed with the  secretary of the  corporation;  provided  that no such
proxy shall be valid after the expiration of eleven (11) months from the date of
its execution,  unless the shareholder executing it specifies therein the length
of time for which such  proxy is to  continue  in force,  which in no case shall
exceed seven (7) years from the date of its execution.

                                  ARTICLE III

         Section  1.  POWERS.  Subject to the  limitations  of the  Articles  of
Incorporation or the By-Laws,  and the provisions of the Nevada Revised Statutes
as to action to be  authorized or approved by the  shareholders,  and subject to
the duties of directors as prescribed by the By-Laws, all corporate powers shall
be exercised by or under the  authority  of, and the business and affairs of the
corporation shall be controlled by the board of directors.  Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers, to wit:

         First - To  select  and  remove  all the  other  officers,  agents  and
employees of the  corporation,  prescribe such powers and duties for them as may
not be inconsistent with law, with the Articles of Incorporation or the By-Laws,
fix their compensation, and require from them security for faithful service.

         Second - To conduct, manage and control the affairs and business of the
corporation,  and to make such rules and regulations  therefor not  inconsistent
with law, with the Articles of incorporation  or the By--Laws,  as they may deem
best.

         Third - To change  the  principal  office  for the  transaction  of the
business of the corporation  from one location to another within the same county
as provided in Article I, Section 1, hereof; to fix and locate from time to time
one or more subsidiary offices of the corporation within or without the State of
Nevada,  as provided in Article I,  Section 2, hereof;  to  designate  any place
within or  without  the State of Nevada  for the  holding  of any  shareholders'
meeting  or  meetings;  and to  adopt,  make and use a  corporate  seal,  and to
prescribe the forms of certificates of stock, and to alter the form of such seal
and of such  certificates  from time to time, as in their judgment they may deem
best,  provided such seal and such  certificates  shall at all times comply with
the provisions of law.

         Forth - To  authorize  the issue of shares of stock of the  corporation
from time to time, upon such terms as may be lawful,  in  consideration of money
paid, labor done or services actually rendered, debts or securities canceled, or
tangible or  intangible  property  actually  received,  or in the case of shares
issued  as a  dividend,  against  amounts  transferred  from  surplus  to stated
capital.

<PAGE>

         Fifth - To borrow money and incur  indebtedness for the purposes of the
corporation,  and  to  cause  to be  executed  and  delivered  therefor,  in the
corporate name, promissory notes, bonds, debentures,  deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefore.

         Sixth - To appoint an executive  committee and other  committees and to
delegate to the executive committee any of the powers and authority of the board
in management of the business and affairs of the  corporation,  except the power
to  declare  dividends  and to adopt,  amend or repeal  By-Laws.  The  executive
committee shall be composed of one or more directors.

         Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of directors of the corporation  shall be not less than one (1) and no more than
fifteen (15).

         Section 3. ELECTION AND TERM OF OFFICE.  The directors shall be elected
at each annual  meeting of  shareholders,  but if any such annual meeting is not
held, or the directors are not elected thereat,  the directors may be elected at
any special meeting of shareholders. All directors shall hold office until their
respective successors are elected.

         Section 4. VACANCIES. Vacancies in the board of directors may be filled
by a majority of the  remaining  directors,  though less than a quorum,  or by a
sole remaining  director,  and each director so elected shall hold off ice until
his successor is elected at an annual or a special meeting of the shareholders.

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

The  shareholders  may elect a  director  or  directors  at any time to fill any
vacancy or  vacancies  not filled by the  directors.  If the board of  directors
accept the  resignation of a director  tendered to take effect at a future time,
the board or the shareholders  shall have the power to elect a successor to take
office when the resignation is to become effective.

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

         Section 5. PLACE OF MEETING. Regular meetings of the board of directors
shall be held at any place within or without the State which has been designated
from  time to time by  resolution  of the  board or by  written  consent  of all
members of the board.  In the  absence of such  designation,  a regular  meeting
shall be held at the principal  office of the  corporation.  Special meetings of
the  board  may be held  either at a place so  designated,  or at the  principal
office.

         Section 6.  ORGANIZATION  MEETING.  Immediately  following  each annual
meeting of shareholders, the board of directors shall hold a regular meeting for
the purpose of organization,  election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.

         Section 7. OTHER REGULAR MEETINGS.  Other regular meetings of the board
of directors shall be held without call on the  ___________day  of each month at
the hour of __ :00 o'clock .m. of said day; provided,  however,  should said day
fall upon a legal  holiday,  then said meeting shall be held at the same time on
the next day thereafter ensuing which is not a legal holiday. Notice of all such
regular meetings of the board of directors is hereby dispensed with.

<PAGE>

         Section 8. SPECIAL MEETINGS. Special meetings of the board of directors
for any purpose or purposes shall be called at any time by the president, or, if
he is absent or unable or refuses to act,  by any vice  president  or by any two
(2) directors.

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

         Section  9.  NOTICE  OF  ADJOURNMENT.  Notice  of the time and place of
holding an adjourned meeting need not be given to absent directors,  if the time
and place be fixed at the meeting adjourned.

         Section 10. ENTRY OF NOTICE. Whenever any director has been absent from
any special  meeting of the board of  directors,  an entry in the minutes to the
effect that notice has been duly given shall be conclusive and  incontrovertible
evidence that due notice of such special  meeting was give to such director,  as
required by law and the By-Laws of the corporation.

         Section 11. WAIVER OF NOTICE.  The  transactions  of any meeting of the
board of directors,  however  called and noticed or wherever  held,  shall be as
valid as though had 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  sign a written  waiver  of  notice or a consent  to the
holding of such meeting or an approval of the minutes thereof. All such waivers,
consents or approvals  shall be filed with the corporate  records or made a part
of the minutes of the meeting.

         Section 12. QUORUM.  A majority of the  authorized  number of directors
shall be  necessary  to  constitute  a quorum for the  transaction  of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors  present at a meeting duly held at which a quorum is
present,  shall  be  regarded  as the act of the  board of  directors,  unless a
greater number be required by law or by the Articles of Incorporation.

         Section  13.  ADJOURNMENT.  A quorum of the  directors  may adjourn any
directors'  meeting to meet again at a stated day and hour;  provided,  however,
that in the  absence of a quorum,  a majority  of the  directors  present at any
directors'  meeting,  either  regular or special,  may adjourn from time to time
until the time fixed for the next regular meeting of the board.

<PAGE>

         Section  14.  FEES AND  COMPENSATION.  Directors  shall not receive any
stated salary for their services as directors, but by resolution of the board, a
fixed fee, with or without  expenses of attendance may be allowed for attendance
at each meeting.  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 therefor.

                                   ARTICLE IV.

                                    Officers

         Section  1.  OFFICERS.  The  officers  of the  corporation  shall  be a
president, a vice president and a secretary/treasurer.  The corporation may also
have, at the discretion of the board of directors,  a chairman of the board, one
or  more  vice  presidents,  one or  more  assistant  secretaries,  one or  more
assistant treasurers,  and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article.  Officers other than president
and chairman of the board need not be directors. Any person may hold two or more
offices.

         Section 2.  ELECTION.  The  officers  of the  corporation,  except such
officers as may be appointed in accordance  with the  provisions of Section 3 or
Section 5 of this Article,  shall be chosen  annually by the board of directors,
and each  shall  hold his  office  until he shall  resign or shall be removed or
otherwise  disqualified  to  serve,  or  his  successor  shall  be  elected  and
qualified.

         Section  3.  SUBORDINATE  OFFICERS,  ETC.  The board of  directors  may
appoint such other officers as the business of the corporation may require, each
of whom shall hold office for such period,  have such authority and perform such
duties as are  .provided  in the By-Laws or as the board of  directors  may from
time to time determine.

         Section 4. REMOVAL AND RESIGNATION.  Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office,  at
any regular or special meeting of the board.

Any  officer  may  resign at any time by giving  written  notice to the board of
directors or to the president, or to the secretary of the corporation.  Any such
resignation  shall take  effect at the date of the  receipt of such notice or at
any later time specified therein;  and, unless otherwise specified therein,  the
acceptance of such resignation shall not be necessary to make it effective.

         Section  5.  VACANCIES.  A  vacancy  in any  office  because  of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the By-Laws for regular appointments to such office.

         Section 6. CHAIRMAN OF THE BOARD.  The chairman of the board,  if there
shall be such an  officer,  shall,  if present,  preside at all  meetings of the
board of directors, and exercise and perform such other powers and duties as may
be from time to time  assigned to him by the board of directors or prescribed by
the By- Laws.

         Section 7. PRESIDENT.  Subject to such supervisory  powers,  if any, as
may be given by the board of directors to the chairman of the board, if there be
such an  officer,  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.  He shall  preside at all meetings of the  shareholders  and in the
absence of the  chairman of the board,  or if there be none,  at all meetings of
the board of  directors.  He shall be  ex-officio  a member of all the  standing
committees,  including  the  executive  committee,  if any,  and shall  have the
general  powers  and  duties  of  management  usually  vested  in the  office of
president of a  corporation,  and shall have such other powers and duties as may
be prescribed by the board of directors or the By-Laws.

<PAGE>

         Section  8.  VICE  PRESIDENT.  In  the  absence  or  disability  of the
president,  the vice  presidents in order of their rank as fixed by the board of
directors,  or if not  ranked,  the vice  president  designated  by the board of
directors,  shall  perform  all the duties of the  president  and when so acting
shall have all the powers of, and be subject to all the  restrictions  upon, the
president.  The vice  presidents  shall have such other  powers and perform such
other duties as from time to time may be prescribed for them respectively by the
board of directors or the By-Laws.

         Section 9. SECRETARY.  The secretary shall keep, or cause to be kept, a
book of minutes  at the  principal  office or such  other  place as the board of
directors  may order,  of all meetings of directors and  shareholders,  with the
time and place of  holding,  whether  regular or special,  and if  special,  how
authorized,  the notice thereof given,  the names of those present at directors'
meetings,  the number of shares present or represented at shareholders' meetings
and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal  office, a share
register,  or a duplicate share register,  showing the names of the shareholders
and their  addresses;  the number and classes of shares held by each; the number
and  date of  certificates  issued  for the  same,  and the  number  and date of
cancellation of every certificate surrendered for cancellation.

The secretary  shall give,  or cause to be given,  notice of all the meetings of
the shareholders and of the board of directors required by the By-Laws or by law
to be given, and he shall keep the seal of the corporation in safe custody,  and
shall have such other powers and perform such other duties as may be  prescribed
by the board of directors or the By-Laws.

         Section 10. TREASURER.  The treasurer shall keep and maintain, or cause
to be kept and maintained,  adequate and correct  accounts of the properties and
business  transactions  of the  corporation,  including  accounts of its assets,
liabilities, receipts, disbursement, gains, losses, capital, surplus and shares.
Any surplus,  including earned surplus, paid-in surplus and surplus arising from
a reduction of stated capital, shall be classified according to source and shown
in a  separate  account.  The  books of  account  shall at all  times be open to
inspection by any director.

The treasurer  shall  deposit all moneys and other  valuables in the name and to
the credit of the corporation with such depositories as may be designated by the
board of directors.  He shall  disburse the funds of the  corporation  as may be
ordered by the board of directors,  shall render to the president and directors,
whenever they request it, an account of all of his transactions as treasurer and
of the financial condition of the corporation,  and shall have such other powers
and perform such other duties as may be  prescribed by the board of directors or
the By-Laws.

<PAGE>

                                   ARTICLE V.

                                  Miscellaneous

         Section 1. RECORD DATE AND CLOSING STOCK BOOKS.  The board of directors
may fix a time,  in the future,  not exceeding  fifteen (15) days  preceding the
date  of any  meeting  of  shareholders,  and not  exceeding  thirty  (30)  days
preceding the date fixed for the payment of any dividend or distribution, or for
the allotment of rights,  or when any change or conversion or exchange of shares
shall go into effect, as a record date for the determination of the shareholders
entitled  to notice of and to vote at any such  meeting,  or entitled to receive
any such  dividend  or  distribution,  or any such  allotment  of rights,  or to
exercise  the rights in respect to any such  change,  conversion  or exchange of
shares,  and in such case only shareholders of record on the date so fixed shall
be  entitled  to  notice of and to vote at such  meetings,  or to  receive  such
dividend,  distribution or allotment of rights,  or to exercise such rights,  as
the case may be,  notwithstanding any transfer of any shares on the books of the
corporation after any record date fixed as aforesaid. The board of directors may
close the books of the corporation against transfers of shares during the whole,
or any part of any such period.

         Section 2.  INSPECTION  OF  CORPORATE  RECORDS.  The share  register or
duplicate  share register,  the books of account,  and minutes of proceedings of
the  shareholders  and directors  shall be open to  inspection  upon the written
demand of any  shareholder or the holder of a voting trust  certificate,  at any
reasonable  time,  and for a purpose  reasonably  related to his  interests as a
shareholder,  or as the  holder  of a voting  trust  certificate,  and  shall be
exhibited  at any time when  required by the demand of ten percent  (10%) of the
shares represented at any shareholders'  meeting. Such inspection may be made in
person or by an agent or attorney, and shall include the right to make extracts.
Demand of  inspection  other than at a  shareholders'  meeting  shall be made in
writing upon the president, secretary or assistant secretary of the corporation.

         Section 3. CHECKS,  DRAFTS, ETC. All checks, drafts or other orders for
payment of money,  notes or other evidences of indebtedness,  issued in the name
of or payable to the corporation,  shall be signed or endorsed by such person or
persons  and in such  manner  as,  from  time to time,  shall be  determined  by
resolution of the board of directors.

         Section 4. ANNUAL  REPORT.  The board of directors  of the  corporation
shall cause to be sent to the  shareholders  not later than one  hundred  twenty
(120) days after the close of the fiscal or calendar year an annual report.

         Section 5. CONTRACT, ETC., HOW EXECUTED. The board of directors, except
as in the By-Laws  otherwise  provided,  may  authorize any officer or officers,
agent or  agents,  to enter  into any  contract,  deed or lease or  execute  any
instrument in the name of and on behalf of the  corporation,  and such authority
may be general or confined to specific  instances;  and unless so  authorized by
the board of directors,  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 to render it liable for any purpose or to any amount.

         Section 6.  CERTIFICATES  OF STOCK. A certificate or  certificates  for
shares  of the  capital  stock  of the  corporation  shall  be  issued  to  each
shareholder when any such shares are fully paid up. All such certificates  shall
be signed by the president or a vice president and the secretary or an assistant
secretary,  or be  authenticated by facsimiles of the signature of the president
and  secretary  or by a facsimile  of the  signature  of the  president  and the
written signature of the secretary or an assistant secretary.  Every certificate
authenticated  by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk.

<PAGE>

Certificates  for  shares  may be  issued  prior  to  full  payment  under  such
restrictions  and for such purposes as the board of directors or the By-Laws may
provide;  provided,  however,  that any such certificate so issued prior to full
payment  shall  state the  amount  remaining  unpaid  and the  terms of  payment
thereof.

         Section  7.  REPRESENTATIONS  OF  SHARES  OF  OTHER  CORPORATIONS.  The
president or any vice president and the secretary or assistant secretary of this
corporation  are  authorized  to vote,  represent and exercise on behalf of this
corporation all rights  incident to any and all shares of any other  corporation
or corporations  standing in the name of this corporation.  The authority herein
granted to said officers to vote or represent on behalf of this  corporation  or
corporations may be exercised either by such officers in person or by any person
authorized  so to do by  proxy  or  power  of  attorney  duly  executed  by said
officers.

         Section 8.  INSPECTION OF BY-LAWS.  The  corporation  shall keep in its
principal  office for the  transaction of business the original or a copy of the
By-Laws as amended,  or otherwise  altered to date,  certified by the secretary,
which shall be open to inspection by the  shareholders  at all reasonable  times
during office hours.

                                   ARTICLE VI.

                                   Amendments

         Section 1. POWER OF  SHAREHOLDERS.  New By-Laws may be adopted or these
By- Laws may be amended or  repealed  by the vote of  shareholders  entitled  to
exercise a majority  of the voting  power of the  corporation  or by the written
assent of such shareholders.

         Section 2. POWER OF DIRECTORS.  Subject to the right of shareholders as
provided in Section 1 of this Article VI to adopt, amend or repeal By-Laws,  By-
Laws other than a By-Law or amendment  thereof changing the authorized number of
directors may be adopted, amended or repealed by the board of directors.

         Section 3. ACTION BY DIRECTORS THROUGH CONSENT IN LIEU OF MEETING.  Any
action  required  or  permitted  to be  taken  at any  meeting  of the  board of
directors or of any  committee  thereof,  may be taken  without a meeting,  if a
written  consent  thereto  is signed by all the  members of the board or of such
committee.  Such written  consent shall be filed with the minutes of proceedings
of the board or committee.

                                                            /s/ G. McDougall
                                                       -------------------------
                                                                Secretary