BYLAWS
                                       OF
                            WULF INTERNATIONAL, LTD.

                                    ARTICLE I
                                    ---------
                             MEETING OF SHAREHOLDERS
                             -----------------------

         Section 1.1  Annual  Meeting.  The  annual meeting of the  Shareholders
shall be held on the  first  day of the last  month of each  fiscal  year of the
corporation  or on such  other day as shall be fixed by the  Board of  Directors
within 180 days following the end of each fiscal year. If that day should not be
a regular  business  day,  then the  meeting  may be held on the next  following
business day. At this meeting the Shareholders  shall elect a Board of Directors
for the ensuing year and transact  other  business as shall properly come before
such  meeting.  If the  election  of  Directors  shall  not be  held  on the day
designated for the annual meeting, or at any adjournment  thereof,  the Board of
Directors  shall  cause  the  election  to be held at a special  meeting  of the
Shareholders as soon thereafter as may be convenient.

         Section 1.2  Place of Meetings.  Each meeting of the Shareholders shall
be held at such place, either withing or outside Colorado,  as may be designated
in the notice of meeting,  or, if no place is designated  in the notice,  at the
principal  office of the Corporation if in Colorado,  or if the principal office
is not located in  Colorado,  at the  registered  office of the  Corporation  in
Colorado.

         Section 1.3  Special  Meetings.  Special meetings  of the  Shareholders
may be called for any purpose or purposes  by the  President  or by the Board of
Directors or as otherwise provided by law.

         Section 1.4  Notice of  Meetings.  Written notice of meetings  shall be
delivered  not less than ten nor more than  fifty  days  before  the date of the
meeting to be called.  Written  notice  shall  normally be delivered in ten days
except in cases of  extraordinary  actions being proposed by the  Corporation or
unless  otherwise  provided by applicable  Colorado law. If a special meeting is
being  called,  the notice  shall state the purpose or purposes of the  meeting.
Notice shall be addressed to the Shareholder at his address as it appears on the
stock transfer books of the Corporation.  If three successive  letters mailed to
the last known address of any  Shareholder  of record are  returned,  no further
notices  shall  be  necessary  until  another  address  is  made  known  to  the
Corporation.  Notice need not be given to any shareholder who shall waive notice
of any meeting in writing, whether before, at, or after the meeting.

<PAGE>

         Section 1.5  Quorum   And   Adjournment.  At   any   meeting   of   the
Shareholders  the presence,  in person or by proxy, of the holders of a majority
of the shares outstanding and entitled to vote shall constitute a quorum. In the
absence of a quorum,  the meeting may be adjourned for a period of not to exceed
30 days without  further notice by any Officer  entitled to preside at or act as
Secretary of such  meeting,  or by a majority in interest of those  Shareholders
present in person or by proxy.  The withdrawal of enough  Shareholders  to leave
less than a quorum shall not prevent the remaining  Shareholders from continuing
to transact business until adjournment.

         Section 1.6  Voting.  At  each  meeting  of   the  Shareholders,  those
Shareholders  entitled  to vote may vote in person or by proxy.  The record date
for the determination of the Shareholders shall be the date upon which notice of
the meeting was sent to the  Shareholders,  unless a different date therefor was
fixed by the Board of  Directors.  A proxy,  to be valid,  must be  executed  in
writing by the Shareholder or by his duly authorized attorney-in-fact.  No proxy
shall be valid  after  eleven  months  from  the  date of its  execution  unless
otherwise  provided in the proxy. At all meetings of the Shareholders at which a
quorum is present, all matters shall be decided by a simple majority vote of all
then eligible shares, except as otherwise provided by statute or by the Articles
of  Incorporation.  The vote on any matter need not be by ballot unless required
by statute or requested by a Shareholder, in person or by proxy, who is entitled
to vote at the meeting.

         Section 1.7  Proxies.  At  any  meeting   of   the   Shareholders,    a
Shareholder may vote by proxy executed in writing by the Shareholder or his duly
authorized attorney-in-fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.  No proxy shall be valid after
eleven months from the date of its execution,  unless otherwise  provided in the
proxy.

                                       2

<PAGE>

         Section 1.8  Conduct Of Meetings.  Each  meeting  of  the  Shareholders
shall be  presided  over by the  Chairman of the Board of  Directors,  or in his
absence,  by the President,  or in his absence,  by any Vice  President.  If the
Chairman of the Board, President, and Vice Presidents are all absent, a Chairman
of the  meeting  shall be  chosen by a  majority  in  voting  interest  of those
Shareholders  present or represented by proxy.  The Secretary of the Corporation
shall act as Secretary of each meeting of the  Shareholders.  In his absence the
Chairman of the meeting shall appoint a Secretary.

         Section 1.9  Action  Without A Meeting.  Action which may be taken at a
meeting  of the  Shareholders  may be taken  without a meeting  pursuant  to the
applicable state statute,  if a consent in writing,  setting forth the action so
taken, is signed by all of the Shareholders entitled to vote with respect to the
subject matter  thereof.  Such consent shall have the same force and effect as a
unanimous vote of the Shareholders for any purpose.


                                   ARTICLE II
                                   ----------
                               BOARD OF DIRECTORS
                               ------------------

         Section 2.1  Powers.  The  property  and  business  of  the Corporation
shall be managed by its Board of Directors  which may exercise all powers of the
Corporation  and do all lawful  acts as are not by statute,  by the  Articles of
Incorporation,  or by these Bylaws  directed or required to be exercised or done
by the  Shareholders.  The  Directors  shall  also have  authority  to elect and
discharge  the Officers of the  Corporation  and pass upon any and all claims of
such  Officers for salaries or other  compensation,  and may contract  with such
Officers,  Employees,  Directors,  and other  persons  rendering  service to the
Corporation with respect to their salaries and other compensation.

                                       2

<PAGE>

         Section 2.2  Performance  of Duties.  A  Director  of  the  Corporation
shall perform his duties as a Director,  including his duties as a member of any
committee  of the Board on which he may  serve,  in good  faith,  in a manner he
reasonably  believes to be in the best  interests of the  Corporation,  and with
such care as an ordinarily  prudent  person in a like  position  would use under
similar circumstances. In performing his duties, a Director shall be entitled to
rely on information, opinions, reports and statements, including financial data,
prepared or presented by persons and groups listed in subparagraphs (a), (b) and
(c) of this  Section 2.2,  but he shall not be  considered  to be acting in good
faith if he has  knowledge  concerning  the matter in question  that would cause
such reliance to be  unwarranted.  A person who so performs his duties shall not
have any  liability  by  reason  of  being  or  having  been a  Director  of the
Corporation.  Those persons and groups on whose information,  opinions,  reports
and statements a Director is entitled to rely are:

                  (a) Officers  and  employees  of  the  Corporation  whom   the
          Director  reasonably  believes to be  reliable  and  competent  in the
          matters presented;

                  (b) Counsel,  accountants and other such persons as to matters
          which the  Director  reasonably  believes to be within  such  persons'
          professional or expert competence; and

                  (c) A committee  of the Board on which the  Director  does not
          serve, as to matters within its designated authority,  which committee
          the Director reasonably believes to merit confidence.

         Section 2.3  Number, Tenure and Election.  The Board of Directors shall
consist  of such  number  as shall be fixed  from  time to time by the  Board of
Directors,  but in no instance  shall there be less than the number  required by
law. The Directors  shall be elected at the annual meeting of  Shareholders  and
shall hold office until the next annual meeting of  Shareholders  or until their
successors are elected and qualified.  The Board of Directors may appoint one of
its members to act as Chairman of the Board of Directors.  Directors need not be
Shareholders of the Corporation.

                                       4

<PAGE>

         Section 2.4  Committees.  The  Board  of  Directors   may   appoint   a
committee or committees of one or more of its members with such powers as may be
legally  delegated by the Board. In all cases such committee or committees shall
act as a Board  regularly  convened  by a majority  and may adopt such rules and
regulations  for  the  conduct  of  their  meetings  and the  management  of the
Corporation  as may be deemed  proper and not  inconsistent  with  statute,  the
Articles of Incorporation, or these Bylaws.

         Section 2.5  Resignations.  A Director may resign at any time by giving
written  notice  to the  Board  of  Directors,  President  or  Secretary  of the
Corporation.  The resignation shall take effect upon the date of receipt of such
notice,  or at  any  later  time  specified  therein.  The  acceptance  of  such
resignation  shall not be necessary to make it effective  unless the resignation
so requires.

         Section 2.6  Removal.  At  any Shareholders'  meeting  called expressly
for that  purpose,  the entire Board of  Directors  or any lesser  number may be
removed,  with or without  cause,  by a vote of the holders of a majority of the
shares then entitled to vote at any election of Directors.

         Section 2.7  Vacancies.  Any  vacancy  occurring  in   the   Board   of
Directors may be filled by the  affirmative  vote of a majority of the remaining
Directors  though less than a quorum. A Director elected to fill a vacancy shall
be  elected  for the  unexpired  portion  of the  term of his  predecessor.  Any
Directorship  to be filled by reason of an increase  in the number of  Directors
shall be filled by the  affirmative  vote of a majority of the Directors then in
office,  by election at an annual meeting of the  Shareholders,  or at a special
meeting of the Shareholders called for that purpose. A Director chosen to fill a
position resulting from an increase in the number of Directors shall hold office
until the next annual meeting of  Shareholders or until his successor shall have
been elected and qualified.

         Section 2.8  Compensation.  By resolution of the Board of Directors and
irrespective of any personal  interest of any of its members,  each Director may
be paid his expenses of attending each meeting of the Board;  he may in addition
be paid a salary as Director or a fixed sum for  attendance  at each  meeting of
the Board and its  committees,  or both. A Director may serve the Corporation in
another  capacity and receive  compensation  for the  services  rendered in that
capacity.

                                       5

<PAGE>

         Section 2.9  Place of  Meetings.  The Board of  Directors  may hold its
meetings at any place  within or without the state that it may from time to time
specify by resolution.

         Section 2.10 Annual  Meetings.  The  annual  meeting  of  the  Board of
Directors shall immediately follow the annual meeting of the Shareholders and be
held at the same place as said annual Shareholders' meeting.

         Section 2.11 Special  Meetings.  Special  meetings  of  the   Board  of
Directors  may be called at any time for any purpose by or at the request of the
President or any two Directors.  Written notice of each special meeting, setting
forth  the time and place of the  meeting,  shall be given to each  Director  at
least  twenty-four  hours  before the  meeting.  This notice may be given either
personally,  through the United  States  mail,  or by  pre-paid  telegram to the
address of each Director appearing on the books of the Corporation.  Any meeting
of the Board of Directors,  whether regular or special, shall be a legal meeting
if all of the Directors  shall be present or shall sign the minutes,  whether or
not notice was sent.

         Section 2.12 Meetings  In  General.  Attendance  at  a   meeting  shall
constitute a waiver of notice of such meeting,  except when the Director attends
a meeting  for the  express  purpose  of  objecting  to the  transaction  of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of any annual,  regular or special
meeting of the Board of  Directors  need be specified in the notice or waiver of
notice of such  meeting.  A Director who is present at a meeting of the Board at
which action on any corporate matter is taken shall be presumed to have assented
to the action  taken  unless his  dissent  is  entered  into the  minutes of the
meeting or unless he files his written consent to such action with the Secretary
of the meeting before adjournment  thereof or forwards his dissent by registered
mail to the Secretary of the Corporation  immediately  after  adjournment of the
meeting.  The right to dissent  shall not apply to a Director who voted in favor
of the action.

                                       6

<PAGE>

         Section 2.13 Quorum,  Adjournment, And Manner Of Acting.  A majority of
the Directors shall  constitute a quorum of the Board at any annual,  regular or
special  meeting,  but in the absence of a quorum of the Board, a minority shall
have the power of adjournment. The act of a majority of the Directors present at
a  meeting  at  which a  quorum  is  present  shall  be the act of the  Board of
Directors.

         Section 2.14 Conduct  Of  Meetings.  The   Chairman  of  the  Board  of
Directors,  or in  his  absence  the  President,  or in  his  absence  any  Vice
President,  shall  preside  at each  meeting of the Board of  Directors.  If the
Chairman of the Board, the President,  and the Vice Presidents are all absent, a
Chairman  of the  meeting  shall be chosen by  unanimous  vote of the  Directors
present.  The Secretary,  or in his absence any person appointed by the Chairman
of the meeting, shall act as Secretary of the meeting.

         Section 2.15 Acting  Without A Meeting.  Action which may be taken at a
meeting  of the  Directors  may be  taken  without  a  meeting  pursuant  to the
applicable state statute,  if a consent in writing,  setting forth the action so
taken,  is signed by all of the  Directors  entitled to vote with respect to the
subject  matter  thereof.  Such  consent  has the same  force  and  effect as an
unanimous vote of the Directors for any purpose.


                                   ARTICLE III
                                   -----------
                                    OFFICERS
                                    --------

         Section 3.1  Number of Officers.  The Officers of the Corporation shall
be  elected by the Board of  Directors  and shall  consist of a Chief  Executive
Officer,  President,  a  Secretary  and a  Treasurer.  Such other  officers  and
assistant  officers as are deemed  necessary may be appointed by the Board.  Any
two or more  offices  may be held by the  same  person.  The  officers  shall be
natural persons of at least eighteen years of age.

                                       7

<PAGE>

         Section 3.2  When Chosen.  All Officers  shall be  chosen at the  first
meeting of the Board of Directors and  thereafter  at the annual  meeting of the
Board in each year.

         Section 3.3  Term Of Office.  All Officers shall hold their  respective
offices until their successors are elected, qualified, and enter upon the duties
of their  offices,  or until  their  death or  resignation.  Any  Officer may be
removed by the Board of Directors with or without cause.

         Section 3.4  Resignation.  Any Officer may resign at any time by giving
written notice to the Board of Directors or to the President.  Such  resignation
shall  take  effect on the date or  receipt  of the  notice or at any later time
specified therein.  Unless the notice of resignation so requires,  acceptance of
the  resignation  shall not be  necessary to make it  effective.  When a vacancy
occurs in one of the  executive  offices  by reason  of  death,  resignation  or
otherwise,  it shall be  filled  by the  Board of  Directors  for the  unexpired
portion of the term.

         Section 3.5  Chief  Executive Officer;  President.  The Chief Executive
Officer  shall be the  chief  executive  officer  of the  Corporation.  He shall
preside at all  meetings of the  Shareholders  and the Board of Directors in the
absence of a Chairman of the Board and shall have general and active  management
of the business of the Corporation and shall see that all orders and resolutions
of the Board of  Directors  are carried  into effect.  He shall  execute  bonds,
mortgages  and  other  contracts  requiring  a  seal,  under  the  seal  of  the
Corporation,  except where  required or permitted by law to be otherwise  signed
and  executed  and except  where the  signing  and  execution  thereof  shall be
expressly  delegated by the Board of Directors to some other Officer or Agent of
the Corporation.  He shall perform such other duties as from time to time may be
assigned to him by the Board of Directors.  In the absence of a Chief  Executive
Officer,  the President shall be the chief executive  officer of the Corporation
and shall perform the duties described  herein.  If a Chief Executive Officer is
appointed by the Board of Directors,  the President shall be the chief operating
officer of the  Corporation and shall see that all orders of the Chief Executive
Officer are carried into effect.

                                       8

<PAGE>

         Section 3.6  Vice Presidents.  In  the  absence  of the President or in
the event of his death,  inability or refusal to act, the Vice  President  shall
perform  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.  If more
than one Vice  President is elected,  a Vice  President may be designated by the
Board  of  Directors  as  Executive  Vice  President  to act in the  President's
absence; in the absence of such designation, the Vice President with the longest
tenure in that position shall so act. Vice  Presidents  shall perform such other
duties as from time to time may be assigned to them by the  President  or by the
Board of Directors.

         Section 3.7  Secretary And Assistant Secretaries.  The Secretary  shall
attend  all  meetings  of  the  Board  of  Directors  and  all  meetings  of the
Shareholders  and shall record all the  proceedings of the meetings in a book to
be kept  for that  purpose  and  shall  perform  like  duties  for any  standing
committees  when  required.  He shall  have  custody  of the stock  books of the
Corporation, except when placed in the custody of a transfer agent by resolution
of the Board of  Directors.  He shall  see that all  books,  records,  lists and
information  required to be maintained at the office of the  Corporation  are so
maintained.  He shall give, or cause to be given,  notice of all meetings of the
Shareholders and special  meetings of the Board of Directors,  and shall perform
such other duties as may be  prescribed  by the Board of Directors or President.
He shall keep in safe custody the seal of the  Corporation  and, when authorized
by the Board of Directors,  affix the same to any  instrument  requiring it and,
when so affixed, it shall be attested by his signature or by the signature of an
Assistant Secretary.  The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors,  shall,
in the absence or disability of the  Secretary,  perform the duties and exercise
the powers of the  Secretary.  The  Secretary and  Assistant  Secretaries  shall
perform  such other  duties and have such other powers as the Board of Directors
may from time to time prescribe.

                                       9

<PAGE>

         Section 3.8  Treasurer And Assistant Treasurers.  It  shall be the duty
of the Treasurer to receive and have custody of all funds and monies realized by
the Corporation and deposit the same in the  Corporation's  name in a bank to be
designated by the Directors.  He shall disburse, or permit to be disbursed,  the
funds of the Corporation as may be ordered or authorized generally by the Board,
shall  keep or cause to be kept  full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the  Corporation,  shall keep or cause to be
kept all other books of account and accounting  records of the Corporation,  and
shall render to the Officers and Directors of the Corporation  whenever they may
require it an account of all such transactions and of the financial condition of
the Corporation.  He shall perform such other duties as may from time to time be
delegated  to him by the Board of  Directors.  If  required  by the  Board,  the
Treasurer  shall give the Corporation a bond in such sum and with such surety or
sureties  as shall be  satisfactory  to the  Board.  Such bond  shall be for the
faithful  performance  of the duties of his office  and for  restoration  to the
Corporation in case of his death, resignation, retirement or removal from office
of all books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.  In the absence or
inability of the Treasurer to act,  Assistant  Treasurers  named by the Board of
Directors  shall  possess  all the  powers  and  perform  all the  duties of the
Treasurer.

         Section 3.9  Delegation  Of  Officers'  Duties.  If  any Officer of the
Corporation  be absent or  unable to act or for any other  reason  the Board may
deem sufficient,  the Board may delegate, for the time being, some or all of the
functions,  duties,  powers  and  responsibilities  of any  Officer to any other
Officer  or to  any  other  Agent  or  Employee  of  the  Corporation  or  other
responsible person.


                                   ARTICLE IV
                                   ----------
                                     NOTICES
                                     -------

         Section 4.1  Manner  Of  Notices.  In   addition   to,   but   not   in
contradiction  of, any other specific notice provision of these Bylaws,  notices
to Directors and  Shareholders  shall be in writing and delivered  personally or
mailed to the Directors and  Shareholders  at their  addresses  appearing on the
books of the Corporation. Notice by mail shall be deemed to be given at the time
when  deposited  in the  United  States  mail with  postage  prepaid.  Notice to
Directors may also be given by telegram.

                                       10

<PAGE>

         Section 4.2  Waiver   Of   Notice.  In   addition   to,  but   not   in
contradiction of, any other specific notice provision of these Bylaws,  whenever
any notice is required to be given under the  provisions  of the  statutes,  the
Articles of Incorporation,  or these Bylaws, a waiver thereof in writing, signed
by the person or persons  entitled to said notice,  whether before,  at or after
the time stated therein, shall be deemed equivalent thereto.


                                    ARTICLE V
                                    ---------
                              CERTIFICATES OF STOCK
                              ---------------------

         Section 5.1  Manner Of Issuance.  The Board of Directors shall have the
power  to  issue  the  authorized  capital  stock  of  the  Corporation.   Every
Shareholder shall be entitled to a certificate in such form as shall be approved
by the Board. The certificates shall be numbered in the order of their issue and
shall be signed by the  Chairman  or Vice  Chairman  of the Board of  Directors,
President  or a  Vice  President,  and by the  Secretary,  Assistant  Secretary,
Treasurer  or  Assistant  Treasurer.  If the  Corporation  has a registrar  or a
transfer agent who actually signs such certificates, the signature of any of the
other Officers above  mentioned may be facsimile,  engraved or printed.  In case
any such  Officer who has signed or whose  facsimile  signature  has been placed
upon any such  certificate  shall have  ceased to be such  Officer  before  such
certificate  is  issued,  such  certificate  may  nevertheless  be issued by the
Corporation  with the same effect as if such Officer were an Officer at the date
of its  issue.  The stock  certificates  shall  state  upon  their face that the
Corporation is organized under the laws of the state,  the name of the person to
whom issued, the number and class of shares represented  thereby,  the par value
of each share  represented by the certificate or a statement that the shares are
without par value,  and the date of issue of the shares.  If the  Corporation is
authorized  to  issue  shares  of  more  than  one  class,   every   certificate
representing  shares  issued  shall  set  forth  upon  the  face  or back of the
certificate  that the Corporation  will furnish to any Shareholder  upon request
and  without  charge  a  full  statement  of  the   designations,   preferences,
limitations,  and relative  rights of the shares of each class  authorized to be
issued. If the Corporation is authorized to issue any preferred or special class
in a series,  the variations in the relative rights and preferences  between the
shares, so far as they have been fixed and determined,  and the authority of the
Board of Directors to fix and determine the relative  rights and  preferences of
subsequent series shall also be set forth upon request.

                                       11

<PAGE>

         Section 5.2  Replacement  Of  Certificates.  The Board of Directors may
direct  that a new  certificate  or  certificates  be  issued  in  place  of any
certificate or certificates  theretofore  issued by the  Corporation  alleged to
have been lost or destroyed  upon the making of an affidavit of that fact by the
person  claiming  the  certificate  of  stock  to be  lost  or  destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  Board of
Directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,   require  the  owner  of  such  lost  or  destroyed   certificate   or
certificates,  or his legal  representative,  to give the  Corporation a bond in
such sum 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 or destroyed.

         Section 5.3  Transfers Of Shares, Transfer Agent, Registrar.  Transfers
of shares of stock shall be made on the stock  record or  transfer  books of the
Corporation  only  by the  person  named  in the  stock  certificate,  or by his
attorney lawfully  constituted in writing, and upon surrender of the certificate
therefor. Upon surrender of a certificate duly endorsed or accompanied by proper
evidence of  succession,  assignment  or authority to transfer,  it shall be the
duty of the  Corporation  to  issue a new  certificate  to the  person  entitled
thereto,  cancel the old certificate and record the transaction  upon its books.
The  Corporation,  by resolution  of the Board,  may from time to time appoint a
transfer agent and, if desired,  a registrar,  under such  arrangements and upon
such terms and  conditions  as the Board deems  advisable.  Until and unless the
Board appoints some other person, firm or corporation as its transfer agent, and
upon the revocation of any such appointment,  thereafter until a new appointment
is similarly make, the Secretary of the Corporation  shall be the transfer agent
of the Corporation  without the necessity of any formal action of the Board, and
the Secretary shall perform all of the duties thereof.

                                       12

<PAGE>

         Section 5.4  Recognition Of Shareholder.  The Corporation shall keep at
its  registered  office a record of the names and addresses of all  Shareholders
and the number and class of the shares held by each.  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.  The
Corporation  shall be entitled to hold liable for calls and assessments a person
registered  on its  books  as the  owner of  shares  and  shall  not be bound to
recognize  and  equitable or other claims 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 statute.


                                   ARTICLE VI
                                   ----------
                                     GENERAL
                                     -------

         Section 6.1  Execution  Of  Contracts.  The  Board  of   Directors  may
authorize any Officer or Agent of the  Corporation to enter into any contract or
execute  and  deliver  any  instrument  in the  name  of and  on  behalf  of the
Corporation.  Such  authority  may be general or confined to specific  instances
and, unless so authorized, no Officer, Agent or Employee shall have any power to
bind the  Corporation  for any purpose  except as may be necessary to enable the
Corporation to carry on its normal and ordinary course of business.

         Section 6.2  Loans.  No loans  shall be  contracted  on  behalf  of the
Corporation and no evidences of indebtedness  shall be issued in its name unless
authorized by the Board of Directors.  When so authorized,  any Officer or Agent
of the Corporation may effect loans and advances at any time for the Corporation
from any bank, trust company,  institution,  firm, corporation or individual. An
Agent so authorized may make and deliver  promissory  notes or other evidence of
indebtedness  of the  Corporation  and  may  mortgage,  pledge,  hypothecate  or
transfer any real or personal  property held by the  Corporation as security for
the payment of such loans.  Such authority,  in the Board's  discretion,  may be
general or confined to specific instances.

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<PAGE>

         Section 6.3  Checks.  Checks, notes, drafts and  orders for the payment
of money issued in the name of the Corporation shall be signed by such person or
persons  as  designated  by the Board of  Directors  and in the manner the Board
prescribes.

         Section 6.4  Deposits.  All  funds  of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in such banks or their depositories as the Board of Directors may select.

         Section 6.5  Fixing Of Capital and Transfers of Surplus.  Except as may
be specifically  otherwise provided in the Articles of Incorporation,  the Board
of Directors is expressly  empowered to exercise all authority conferred upon it
or the Corporation by any law or statute  relative to the  determination of what
part of the  consideration  received  for  shares  of the  Corporation  shall be
capital, increasing capital,  transferring surplus to capital, the consideration
to be received  by the  Corporation  for its shares,  and all similar or related
matters; provided that any concurrent action or consent by or of the Corporation
and its Shareholders  required to be taken or given shall be duly taken or given
in connection therewith.

         Section 6.6  Dividends.  The Board of Directors  may declare  dividends
whenever  and in such  amounts as in the Board's  opinion the  condition  of the
affairs of the Corporation shall render advisable.  The Shareholders  shall have
no right to dividends,  even though the  Corporation  has funds available to pay
dividends,  unless  payment  therefor  has  been  authorized  by  the  Board  of
Directors. When declared by the Board, any dividends payable shall be payable to
Shareholders  of record at the close of  business  on such date  before  payment
thereof as is fixed by the Board on declaring any such  dividend.  The rate of a
dividend may be  determined  for a separate  issue of stock by resolution by the
Board at such time as the first shares are issued by the Corporation.  The Board
in its discretion may use,  retain,  and apply any of the surplus or net profits
to meet  contingencies or for any other purposes which it may determine to be in
the best interests of the Corporation.

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         Section 6.7  Seal.  The Board of Directors shall provide a seal for the
Corporation by its resolution.

         Section 6.8  Fiscal  Year.  The   Board  of  Directors,  in  its   sole
discretion, shall fix a fiscal year for the Corporation.

         Section 6.9  Amendments To Bylaws.  The Board of  Directors  shall have
the power to alter, amend or repeal these Bylaws or adopt new Bylaws.

         Section 6.10 Other  Corporate  Documents.  The  Board of  Directors  is
expressly  authorized to enter into such other  agreements as it deems necessary
to regulate the Corporation's internal operations.  Such agreements may include,
but are not limited to, employment contracts and buy-sell agreements between the
Corporation and its key Shareholders, Officers and Employees.










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                                   CERTIFICATE

         I hereby  certify that the foregoing  Bylaws  constitute  the Bylaws of
Wulf  International,  Ltd, adopted and approved by the Board of Directors of the
Corporation on December 13 , 1999.

                                                        /s/ Pengiran Hashim Jaya
                                                       -------------------------
                                                            Pengiran Hashim Jaya
                                                            Secretary





















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