EXHIBIT 3.2




SCHEDULE
“A”
  BYLAWS
  OF
  BRAINTECH,
INC.
  Approved
February II, 2000
 (Section
2.8 amended by
 Directors’
Resolution on
 January
14, 2002)




TABLE
OF CONTENTS
  Page
 ARTICLE
      1  Registered Office and Registered Agent
                  41.1
                  Registered
      Office
                  41.2
                  Change
      of Registered Office
                  41.3
                  Change
      of Registered Agent
                  4ARTICLE
      2  Stockholders’ Meetings
                  42.1
                  Place
      of Meetings
                  42.2
                  Annual
      Meetings
                  42.3
                  Special
      Meetings
                  42.4
                  Notice
      of Stockholders’ Meetings
                  22.5
                  Waiver
      of Notice
                  22.6
                  Consent
      of Stockholders in Lieu of Meeting
                  22.7
                  Ratification
      and Approval of Actions at Special Meetings
                  22.8
                  Quorum
      of Stockholders
                  22.9
                  Proxy
      and Voting
                  3ARTICLE
      3  Directors
                  33.1
                  Number
      of Directors
                  33.2
                  Election
      and Term of Office of Directors
                  33.3
                  Powers
      of Directors
                  33.4
                  Meetings
                  43.5
                  Telephonic/Electronic
      Meetings
                  43.6
                  Consent
      to Action
                  43.7
                  Quorum
      of Directors
                  43.8
                  Limitations
      of Power
                  43.9
                  Resignation
      and Removal
                  53.1
                  Vacancies
                  5ARTICLE
      4  Committees
                  54.1
                  Committees
      of Directors
                  54.2
                  Committee
      Minutes
                  64.3
                  Meetings
      and Action of Committees
                  6ARTICLE
      5  Officers
                  65.1
                  Officers
                  65.2
                  Eligibility
      of Officers
                  65.3
                  Additional
      Officers and Agents
                  65.4
                  Chief
      Executive Officer
                  75.5
                  Vice
      Presidents
                  75.6
                  Chief
      Financial Officer
                  75.7
                  Secretary
                  75.8
                  Resignations
                  7ARTICLE
      6  Indemnity
                  86.1
                  Indemnification
      of Officers and Directors in Advance
                  86.2
                  Indemnification
      of Employees and Agents
                  86.3
                  Indemnity
      Not Exclusive
                  96.4
                  Indemnification
      for Successful Defense
                  96.5
                  Continuing
      Right to Indemnification
                  96.6
                  Insurance
      and Other Financial Arrangements
                  9ARTICLE
      7  General Matters
                  107.1
                  Certificates
      of Stock
                  107.2
                  Transfer
      of Stock
                  10
  
 7.3
                  Loss
      of Certificates
                  107.4
                  Record
      Date for Notice and Voting
                  107.5
                  Record
      Date for Purposes Other Than Notice and Voting
                  117.6
                  Checks;
      Drafts; Evidences of Indebtedness
                  117.7
                  Corporate
      Contracts and Instruments; How Executed
                  11ARTICLE
      8  Amendments
                  11











BYLAWS
 OF
 BRAINTECH,
INC.
 (the
“Corporation”)
  ARTICLE
1
 Registered Office and
Registered Agent
   1.1           Registered
Office
  The
registered office of the Corporation shall be located in the State of Nevada at
such place as may be fixed from time to time by the Board of Directors upon
filing of such notices as may be required by law, and the registered agent shall
have a business office identical with such registered office. A registered agent
so appointed shall consent to appointment in writing and such consent shall be
filed with the Secretary of State of the State of Nevada.
  1.2           Change of Registered
Office
  If a
registered agent changes the street address of the agent’s business office, the
registered agent may change the street address of the registered office of the
Corporation by notifying the Corporation in writing of the change and signing,
either manually or in facsimile, and delivering to the Secretary of State for
filing a statement of such change, as required by law.
  1.3           Change of Registered
Agent
  The
Corporation may change its registered agent at any time upon the filing of an
appropriate notice with the Secretary of State, with the written consent of the
new registered agent either included in or attached to such notice.
  ARTICLE
2
 Stockholders’
Meetings
  2.1           Place of
Meetings
  All
meetings of stockholders shall be held either at the principal office of the
Corporation or at any other place within or without the State of Nevada or the
United States as the Board of Directors or any person authorized to call such
meeting or meetings may designate.
  2.2           Annual
Meetings
   The annual
meeting of the stockholders of the Corporation shall be held on the third
Tuesday of April in each year at 9:00 a.m., or at such other date and time
designated by the Board, of Directors. In the event that such annual meeting is
omitted by oversight or otherwise on the date herein provided for, the directors
shall cause a meeting in lieu thereof to be held as soon thereafter as
conveniently may be, and any business transacted or elections held at such
meeting shall be as valid as if transacted or held at the annual meeting. Such
subsequent meeting shall be called in the same manner as provided for the annual
stockholders’ meeting.
  2.3           Special
Meetings
  Except as
otherwise provided by law, special meetings of the stockholders of this
Corporation shall be held whenever called by the president or by a majority of
the Board of Directors.
  
 2.4           Notice of Stockholders’
Meetings
  Notice of
all stockholders’ meetings stating the time and the place, and the objects for
which such meetings are called, shall be given by the president or secretary or
by any one or more stockholders entitled to call a special meeting of the
stockholders or any such other person or persons as the Board may designate, by
mail not less than ten (10), nor more than sixty (60) days prior to the date of
the meeting, to each stockholder of record at his or her address as it appears
on the stock books of the Corporation, unless he or she shall have filed with
the secretary of the Corporation a written request that notice intended for him
or her be mailed to some other address, in which case it shall be mailed to the
address designated in such request. The person giving such notice shall make an
affidavit in relation thereto.
 Any
meeting of which all stockholders shall at any time waive or have waived notice
in writing shall be a legal meeting for the transaction of business,
notwithstanding that notice has not been given as hereinbefore
provided.
  2.5           Waiver of
Notice
  Whenever
any notice whatsoever is required to be given by these Bylaws, or the Articles
of Incorporation of this Corporation, or any of the corporation laws of the
State of Nevada, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
  2.6           Consent of Stockholders in
Lieu of Meeting
  Unless
otherwise provided in the Articles of Incorporation or these Bylaws, any action
which may be taken by the vote of stockholders at a meeting, may be taken
without a meeting if authorized by the written consent of stockholders holding
at least a majority of the voting power, except that, if a greater proportion of
voting power is required for such an action, then the greater proportion of
written consents is required. In no instance where action is authorized by
written consent need a meeting of stockholders be called or
noticed.
  2.7           Ratification and Approval of
Actions at Special Meetings
   Whenever
all persons entitled to vote at any meeting, whether of directors or
stockholders, consent, either by a writing on the record of the meeting or filed
with the secretary, or presence at such meeting and oral consent entered on the
minutes, or taking part in the deliberations at such meeting without objection,
the doings of such meeting shall be valid as if such meeting was regularly
called and noticed. At such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no objection
for want of notice is made at the time.
  If any
meeting be irregular for want of notice or of consent, provided a quorum was
present at such meeting, the proceedings of the meeting may be ratified and
approved and rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all parties having the right to vote at such
meeting. Such consent or approval of stockholders or creditors may be by proxy
or attorney, but all such proxies and powers of attorney must be in
writing.
  2.8           Quorum of
Stockholders
 
 Except as hereinafter provided or
otherwise provided by the Articles of Incorporation or by law, at any meeting of
the stockholders, the holders of a majority of the stock issued, outstanding and
entitled to be vote threat, represented by stockholders in person or by proxy,
shall constitute the quorum.  When a quorum is present at any meeting,
a majority vote of the shares present shall decide any question brought before
such a meeting, unless the question is one upon which, by express provision of
law or the Articles of Incorporation or of these bylaws, a larger or different
vote is required, in which case such express provision shall govern and control
the decision of such question.
  
 2.9           Proxy and
Voting
  Stockholders
of record may vote at any meeting either in person or by proxy or proxies
appointed by a signed and executed instrument in writing, or by telegram,
cablegram, or other means of electronic transmission or copy thereof, provided
that the validity of such transmission can be determined by reference to
information set forth thereon. Such instrument or transmission shall be filed
with the secretary of the meeting before being voted. In the event that any such
instrument or transmission shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one, shall have and may exercise all of the powers
conferred by such instrument or transmission upon all of the persons so
designated unless such instrument or transmission shall otherwise provide. No
proxy shall be valid after the expiration of six (6) months from the date of its
execution unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven (7) years from the date of its execution. Subject
to the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the Corporation.
  ARTICLE
3
 Directors
  3.1           Number of
Directors
  The
authorized number of directors of this Corporation shall be three (3). Subject
to any limitation set forth in the provisions of the Articles of Incorporation,
the Board of Directors may, by resolution adopted, increase or decrease the
number of the directors of this Corporation, provided that no such reduction of
the authorized number of directors shall have the effect of removing any
director before that director’s term of office expires.
  3.2           Election and Term of Office
of Directors
   The Board
of Directors shall be chosen by ballot at the annual meeting of the stockholders
or at any meeting held in place thereof asprovided by law. Each
director shall serve until the next annual meeting of the stockholders and until
his or her successor is duly elected and qualified.
  3.3           Powers of
Directors
  In the
management and control of the property, business, and affairs of the
Corporation, the Board of Directors is hereby vested with all the powers
possessed by the Corporation itself, so far as this delegation of authority is
not inconsistent with the Nevada General Corporation Law, with the Articles of
Incorporation of the Corporation, or with these Bylaws. The Board of Directors,
without regard to personal interest, may establish the compensation of directors
for services in any capacity.
  ~3~
 3.4           Meetings
  Regular
meetings of the Board of Directors shall be held at such places and at such
times as the Board by vote may determine, and if so deterrnined no notice
thereof need be given. Special meetings of the Board of Directors may be held at
any time or place, whenever called by the president or two directors, notice
thereof being given to each director by the secretary or an assistant secretary,
or at any time without formal notice provided all the directors are present or
those not present shall waive or have waived notice thereof. Notice of special
meetings, stating the time and place thereof, shall be given by mailing the same
to each director at his or her residence or business address at least two (2)
days before the meeting, or by delivering the same to him or her personally or
by telephone, including a voice messaging system or other system or technology
designed to record and communicate messages, telegraph, facsimile, electronic
mail, or other electronic means, at his or her residence or business address not
later than forty-eight (48) hours before the time at which the meeting is to be
held, unless, in case of emergency, the chairman of the Board of Directors or
the president shall prescribe a shorter notice to be given personally or by
telegraphing each director at his or her residence or business
address.
  3.5           Telephonic/Electronic
Meetings
  Members of
the Board of Directors or the governing body of the Corporation, or of any
committee designated by such Board or body, may participate in a meeting of such
Board, body, or committee by means of a conference telephone network, or a
similar communications method by which all persons participating in the meeting
can hear each other. Participation in a meeting pursuant to this subsection
constitutes presence in person at such meeting.
  3.6           Consent to
Action
  Any action
required or permitted to be taken at any meeting of the Board, body or committee
may be taken without a meeting if, before or after such action, a written
consent thereto is signed by all members of the Board, body, or committee. Such
written consent shall be filed with the minutes of the proceedings of the Board,
body, or committee.
  3.7           Quorum of
Directors
  Unless the
Articles of Incorporation or these Bylaws provide for a different proportion, a
majority of members of the Board of Directors of the Corporation then in office,
at a meeting duly assembled, shall constitute a quorum for the transaction of
business. When a quorum is present at any meeting, the act of directors holding
a majority of the voting power of the directors present shall be the act of the
Board of Directors.
  3.8           Limitations of
Power
  The
enumeration of the powers and duties of the directors in these Bylaws shall not
be construed to exclude all or any powers and duties, except insofar as the same
are expressly prohibited or restricted by the provisions of these Bylaws or the
Articles of Incorporation. The directors may exercise all other powers and
perform all such duties as may be granted by the Nevada General Corporation Law
and as do not conflict with the provisions of these Bylaws or the Articles of
Incorporation.
  ~4~
  3.9           Resignation and
Removal
  Any
director of the Corporation may resign at any time by giving written notice to
the Corporation, to the Board of Directors, or to the chairman of the Board, or
to the president, or to the secretary of the Corporation. Any such resignation
shall take effect at the time specified therein, or, if the time be not
specified therein, upon its acceptance by the Board of Directors.
  3.10           Vacancies
  Vacancies
in the Board of Directors, including those caused by an increase in the number
of directors, may be filled by a majority of the remaining directors, though
less than a quorum. Vacancies in the Board of Directors may be filled for the
unexpired term by the stockholders at a meeting called for that purpose, unless
such vacancy shall have been filled by the directors. Vacancies resulting from
an increase in the number of directors may be filled in the same
manner.
  ARTICLE
4
 Committees
   4.1           Committees of
Directors
  The Board
of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, and each committee shall have as a member at
least one (1) director and such other natural persons as the Board of Directors
may select. The Board 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. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she 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. Any such
committee, to the extent provided in the resolution of the Board of Directors or
in these Bylaws of the Corporation, 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, and may authorize the seal of the Corporation to be
affixed to all papers that may require it; but no such committee shall have the
power or authority to (i) amend 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
as provided in Section 78.195 of the Nevada General Corporation Law, 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),
(ii) adopt an agreement or plan of merger, consolidation or share exchange under
the Nevada General Corporation Law, (iii) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the Corporation’s
property and assets, (iv) recommend to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or (v) amend the Bylaws of the
Corporation; and, unless the Board resolution establishing the committee, the
Bylaws or the Articles of Incorporation expressly so provide, no such committee
shall have the power or authority to declare a dividend, or to authorize the
issuance of stock.
  ~5~
 4.2           Committee
Minutes
  Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.
  4.3           Meetings and Action of
Committees
  Meetings
and actions of committees shall be governed by, and held and taken in accordance
with, the provisions of these Bylaws applicable to the full Board of Directors,
with such changes in the context of those Bylaws as are necessary to substitute
the committee and its members for the Board of Directors and its members;
provided, however, that (i) the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the committee, and (ii) special meetings of committees may also be called by
resolution of the Board of Directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee. The Board of Directors may adopt
rules not inconsistent with the provisions of these Bylaws for the government of
any committee.
  ARTICLE
5
 Officers
   5.1           Officers
  The
officers of this Corporation shall include, without limitation, a president, a
secretary, and a treasurer. The Board of Directors, in its discretion, may elect
a chairman of the Board of Directors, who, when present, shall preside at all
meetings of the Board of Directors, and who shall have such other powers as the
Board shall prescribe.
  The
officers of the Corporation shall be elected by the Board of Directors after its
election by the stockholders, and a meeting may be held without notice for this
purpose immediately after the annual meeting of the stockholders and at the same
place. Any person may hold two or more offices at once.
 
  5.2           Eligibility of
Officers
  The
chairman of the Board of Directors need not be a stockholder. The president,
secretary, treasurer, and such other officers as may be elected or appointed
need not be stockholders or directors of the Corporation. Any person may hold
more than one office, provided the duties thereof can be consistently performed
by the same person.
  5.3           Additional Officers and
Agents
  The Board
of Directors, at its discretion, may appoint one or more vice presidents,
assistant secretaries, assistant treasurers, and such other officers or agents
as it may deem advisable, and prescribe the duties thereof.
  ~6~
 5.4           Chief Executive
Officer
  The chief
executive officer shall be the president of the Corporation and, when present,
shall preside at all meetings of the stockholders and, unless a chairman of the
Board of Directors has been elected and is present, shall preside at meetings of
the Board of Directors. The president, unless some other person is specifically
authorized by vote of the Board of Directors, shall sign all certificates of
stock, bonds, deeds, mortgages, extension agreements, modification of mortgage
agreements, leases, and contracts of the Corporation. He or she shall perform
all of the duties commonly incident to his or her office and shall perform such
other duties as the Board of Directors shall designate.
  5.5           Vice
Presidents
  In the
absence or disability of the president, the vice presidents, if any, in order of
their rank as fixed by the board of directors or, if not ranked, a 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, these bylaws, the
president or the chairman of the board.
  5.6           Chief Financial
Officer
  The chief
financial officer shall be the Treasurer of the Corporation, and shall keep and
maintain, or cause to be kept and maintained, adequate and correct books and
records of accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and shares. He or she
shall perform all of the duties commonly incident to his or her office and such
other duties as the Board of Directors shall designate. The books of account
shall at all reasonable times be open to inspection by any
director.
  5.7           Secretary
  The
secretary shall keep accurate minutes of all meetings of the stockholders and
the Board of Directors, and shall perform all the duties commonly incident to
his or her office, and shall perform such other duties and have such other
powers as the Board of Directors shall designate. The secretary shall have
power, together with the president, to sign certificates of stock of the
Corporation. In his or her absence at the meeting an assistant secretary or a
secretary pro tempore shall perform his or her duties.
  5.8           Resignations
  Any
officer of the Corporation may resign at any time by giving written notice to
the Corporation, to the Board of Directors, or to the chairman of the Board, or
to the president, or to the secretary of the Corporation. Any such resignation
shall take effect at the time specified therein, or, if the time be not
specified therein, upon its acceptance by the Board of Directors.
  ~7~
 ARTICLE
6
 Indemnity
  6.1           Indemnification of Officers
and Directors in Advance
  The
Corporation shall, to the maximum extent and in the manner permitted by Section
78.7502and Section 78.751 of the Nevada General Corporation Law, indemnify each
of its directors and officers against expenses, including attorneys’ fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the Corporation. For purposes of this Article, an
“officer” or “director” of the Corporation includes any person (i) who is or was
a director or officer of the Corporation, (ii) is or was serving at the request
of the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, or (iii) was a director or officer of
a corporation which was a predecessor corporation of the Corporation or of
another enterprise at the request of such predecessor corporation.
  The
Corporation shall, to the maximum extent permitted by Section 78.7502 and
Section 78.751 of the Nevada General Corporation Law, indemnify anyperson who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor 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 officer of another corporation, partnership, joint
venture, trust or other enterprise, or was a director or officer of a
Corporation which was a predecessor corporation of the Corporation or of another
enterprise at the request of such predecessor corporation against expenses,
including amounts paid in settlement and attorneys’ fees.
 The
Corporation shall pay the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding asthey are incurred and in
advance of the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined by a court of competent jurisdiction that he or
she is not entitled to be indemnified by the Corporation.
  6.2           Indemnification of Employees
and Agents
  The
Corporation shall have the power, to the maximum extent and in the manner
permitted by Section 78.7502 and Section 78.751 of the Nevada General
Corporation Law, to indemnify each of its employees and agents against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the Corporation. For
purposes of this Article, an “employee” or “agent” of the Corporation includes
any person (i) who is or was an employee or agent of the Corporation, (ii) is or
was serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii) was
an employee or agent of a corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such predecessor
corporation.
  ~8~
 
 The
Corporation shall have the power, to the maximum extent and in the manner
permitted by Section 78.7502 and Section 78.751 of the Nevada General
Corporation Law, to indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or was’an
employee or agent of a corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such predecessor
corporation against expenses, including amounts paid in settlement and
attorneys’ fees.
  6.3           Indemnity Not
Exclusive
  The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under the
Articles of Incorporation, any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in an official capacity
and as to action in another capacity while holding such office.
  6.4           Indemnification for
Successful Defense
  To the
extent that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 78.7502 and Section 78.751 of the Nevada
General Corporation Law, or in defense of any claim, issue or matter therein, he
or she must be indemnified by the Corporation against expenses, including
attorneys’ fees, actually and reasonably incurred by him or her in connection
with the defense.
  6.5           Continuing Right to
Indemnification
  The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to Section 78.7502 and Section 78.751 of the Nevada General Corporation
Law continues for a person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of
such a person.
  6.6           Insurance and Other
Financial Arrangements
  The
Corporation shall have the power, to the maximum extent and in the manner
permitted by Section 78.752 of the Nevada General Corporation Law, to purchase
and maintain insurance or make other financial arrangements on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or was a director, officer, employee or agent of a corporation
which was a predecessor corporation of the Corporation or of another enterprise
at the request of such predecessor corporation for any liability asserted
against him and liability and expenses incurred by him in his capacity as a
director, officer, employee or agent, or arising out of his status as such,
whether or not the Corporation has the authority to indemnify him against such
liability and expenses.
  ~9~
 ARTICLE
7
 General
Matters
  7.1           Certificates of
Stock
  Every
stockholder shall be entitled to a certificate or certificates of the capital
stock of the Corporation in such form as may be prescribed by the Board of
Directors, duly numbered and sealed with the corporate seal of the Corporation
and setting forth the number and kind of shares. Such certificates shall be
signed by the president and by the treasurer or an assistant treasurer or the
secretary or an assistant secretary.
  7.2           Transfer of
Stock
  Unless
further limited by the Articles of Incorporation, shares of stock may be
transferred by delivery of the certificate accompanied either by an assignment
in writing on the back of the certificate or by a written power of attorney to
sell, assign, and transfer the same on the books of the Corporation, signed by
the person appearing by the certificate to be the owner of the shares
represented thereby, together with all necessary federal and state transfer tax
stamps affixed and shall be transferable on the books of the Corporation upon
surrender thereof so assigned or endorsed. The person registered on the books of
the Corporation as the owner of any shares of stock shall be entitled to all the
rights of ownership with respect to such shares. It shall be the duty of every
stockholder to notify the Corporation of his or her post office
address.
  7.3           Loss of
Certificates
  In case of
loss, mutilation, or destruction of a certificate of stock, a duplicate
certificate may be issued upon such terms as the Board of Directors shall
prescribe.
  7.4           Record Date for Notice and
Voting
  The Board
of Directors may prescribe a period not exceeding sixty (60) days before any
meeting of the stockholders during which no transfer of stock on the books of
the Corporation may be made, or may fix a day not more than sixty (60) days but
not less than ten (10) days before the holding of any such meeting as the day as
of which stockholders entitled to notice of and to vote at such meetings must be
determined. Only stockholders of record on that day are entitled to notice or to
vote at such meeting.
  If the
Board of Directors does not so fix a record date:
  (1)                  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 business day
next preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held; and
  (2)                  the
record date for determining stockholders entitled to give consent to corporate
action in writing without a meeting, (i) when no prior action by the board has
been taken, shall be the day on which the first written consent is given, or
(ii) when prior action by the board has been taken, shall be at the close of
business on the day on which the board adopts the resolution relating to that
action, or the sixtieth (60th) day before the date of such other action,
whichever is later.
  ~10~
 7.5           Record Date for Purposes
Other Than Notice and Voting
  For
purposes of determining 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 other lawful action (other
than action by stockholders by written consent without a meeting), the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
(60) days before any such action. In that case, only stockholders of record at
the close of business on the date so fixed are entitled to receive the 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 the record date so fixed, except as otherwise provided in the Nevada
General Corporation Law. If the Board of Directors does not so fix a record
date, then record date for determining stockholders for any such purpose shall
be at the close of business on the day on which the board adopts the applicable
resolution or the sixtieth (60th) day before the date of action, whichever is
later.
  7.6           Checks; Drafts; Evidences of
Indebtedness
  From time
to time, the board of directors shall determine by resolution which person or
persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the Corporation, and only the persons so authorized shall sign or
endorse those instruments.
  7.7           Corporate Contracts and
Instruments; How Executed
  The board
of directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the Corporation; such authority
may be general or confined to specific instances. Unless so 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.
  ARTICLE
8
 Amendments
  The Bylaws
of the Corporation, regardless of whether made by the stockholders or by the
Board of Directors, may be amended, added to, or repealed by the stockholders of
the issued and outstanding capital stock of this Corporation, at any meeting of
the stockholders, provided notice of the proposed change is given in the notice
of meeting, or notice thereof is waived in writing. Subject to
the Bylaws, if any, adopted by the stockholders of the issued and outstanding
capital stock of this Corporation, the Board of Directors may amend, add to, or
repeal the Bylaws of the Corporation.
 
 ~11~
 Certified
correct this ___________________    day
of  ___________________ , 2000.
 
    
   __________________________Grant
      Sutherland Director and Secretary
   ~12~