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EXHIBIT 3.3

                            INGEN TECHNOLOGIES, INC.
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                                     BY-LAWS
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                                    ARTICLE I
                                     OFFICES

     Section 1. The registered office shall be located in Atlanta, Georgia.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Georgia as the board of directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II
                         ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall
be held in Atlanta, State of Georgia or, at such other place within the United
States as may be fixed from time to time by the board of directors.

     Section 2. Annual meetings of shareholders, commencing with the year 1999,
shall be held on the 15th of May, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 a.m., at which they
shall elect, pursuant to law, a board of directors, and transact such other
business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting, stating the
date, time, and place of the meeting, shall be delivered not less than ten (10)
days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.

                                   ARTICLE III
                        SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders for any purpose other than the
election of directors may be held at such time and place within or without the
State of Georgia as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the charter, may be
called by the president, the board of directors, such other officers or persons
provided in the articles of incorporation, or upon written demand of at least
twenty-five percent (25%) of all of the votes entitled to be cast on any issue
proposed to be considered.


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     Section 3. Written or printed notice of a special meeting stating the date,
time, and place of the meeting and the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) days nor more than sixty
(60) days before the date of the meeting, either personally or by mail, by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.

     Section 4. The business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.

                                   ARTICLE IV
                           QUORUM AND VOTING OF STOCK

     Section 1. A majority of the votes entitled to be cast on a matter by a
voting group constitutes a quorum of the voting group for action on that matter,
except as otherwise provided by statute or by the charter. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.

     Section 2. If a quorum is present, action on a matter by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the vote of a greater number of
affirmative votes is required by law or the articles of incorporation.

     Section 3. Each outstanding share, regardless of class, shall be entitled
to one vote on each matter voted on at a meeting of shareholders unless the
articles of incorporation or law provides otherwise. A shareholder may vote
either in person or by proxy as provided for in a signed appointment form
executed by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting (1) if one or more written consents
setting forth the action so taken shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof, or (2) if so
provided in the articles of incorporation, by persons who would be entitled to
vote at a meeting shares having voting power to cast not less than the minimum
number (or numbers, in the case of voting groups) of votes that would be
necessary to authorize or take the action at a meeting at which all the
shareholders entitled to vote were present and voted.


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                                    ARTICLE V
                                    DIRECTORS

     Section 1. The number of directors shall be not less than one (1) nor more
than seven (7). The number of directors may be fixed or changed within the
minimum or maximum by the shareholders or by the board of directors. Unless the
articles of incorporation otherwise provide, directors need not be residents of
the State of Georgia nor shareholders of the corporation. The directors, other
than the first board of directors, shall be elected at the annual meeting of the
shareholders, and each director elected shall serve until the next succeeding
annual meeting and until his successor shall have been elected and qualified.
The first board of directors shall hold office until the first meeting of
shareholders.

     Section 2. Unless the articles of incorporation provide otherwise, any
vacancy occurring on the board of directors, including a vacancy resulting from
an increase in the number of directors, may be filled by the shareholders, the
board of directors, or if the directors remaining in office constitute fewer
than a quorum of the board, the vacancy may be filled by the affirmative vote of
a majority of the directors remaining in office.

     Section 3. The business affairs of the corporation shall be managed by its
board of directors, which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute, by the articles of
incorporation or by these by-laws directed or required to be exercised or done
by the shareholders.

     Section 4. The directors may keep the books of the corporation outside of
the State of Georgia, except such as are required by law to be kept within the
state, at such place or places as they may from time to time determine.

     Section 5. The board of directors, by the affirmative vote of a majority of
the directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise.

                                   ARTICLE VI
                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be
held either within or without the State of Georgia.

     Section 2. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the shareholders
at the annual meeting or it may convene at such place and time as shall be fixed
by the consent in writing of all the directors. No notice of such meeting shall
be necessary to the newly elected directors in order to legally constitute the
meeting, provided a quorum shall be present.


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     Section 3. Regular meetings of the board of directors may be held upon such
notice, or without notice, and at such time and at such place as shall from time
to time be determined by the board.

     Section 4. Special meetings of the board of directors may be called on two
(2) days' notice to each director, either personally, by mail, facsimile,
overnight courier or by telegram.

     Section 5. Attendance or participation of a director at any meeting shall
constitute a waiver of notice of such meeting, unless the director, at the
beginning of the meeting (or promptly upon his arrival), objects to holding the
meeting or transacting business at the meeting, and does not thereafter vote for
or assent to action taken at the meeting. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of directors
need be specified in the notice or waiver of the notice of such meeting.

     Section 6. A majority of the directors shall constitute a quorum for the
transaction of business, unless a greater number is required by law or by the
articles of incorporation. The act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the board of directors,
unless the act of a greater number is required by statute or by the articles of
incorporation. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time until a
quorum shall be present.

     Section 7. Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if one or more written consents,
setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof.

                                   ARTICLE VII
                                   COMMITTEES

     Section 1. The board of directors may create one (1) or more committees
that may consist of one (1) or more members of the board. Committee members
shall serve at the board of directors' pleasure. To the extent specified by the
board of directors or articles of incorporation, each committee shall have and
exercise all of the authority of the board of directors in the management of the
corporation, except as otherwise provided by law.


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                                  ARTICLE VIII
                                     NOTICES

     Section 1. Whenever notice is required to be given to any director or
shareholder under the provisions of the statutes, the articles of incorporation
or these by-laws, it shall be construed to mean written notice, which may be by
mail, addressed to such director or shareholder, at the shareholder's address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time it is deposited in the
United States mail. Notice to directors may also be given by telegram, facsimile
or overnight courier.

     Section 2. Whenever notice is required to be given under the provisions of
the statutes, the articles of incorporation or these by-laws, 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 to the
giving of such notice.

                                   ARTICLE IX
                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of
directors, and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors, at its first meeting after each annual
meeting of shareholders, shall choose a president, one or more vice-presidents,
a secretary and a treasurer, none of whom need be a member of the board.

     Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.

                                  THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, 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.


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     Section 7. The president 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.

                               THE VICE-PRESIDENTS

     Section 8. The vice-president, or if there shall be more than one, the
vice-presidents, in the order determined by the board of directors, shall, in
the absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. 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 of the corporation and of the board of directors in
a book to be kept for that purpose, and shall perform like duties for the
standing committees when required. The secretary 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, under whose supervision he shall be. The
secretary shall have custody of the corporate seal of the corporation, and he,
or an assistant secretary, shall have authority to affix the same to any
instrument requiring it, and when so affixed, it may be attested by the
secretary's signature or by the signature of such assistant secretary. The board
of directors may give general authority to any other officer to affix the seal
of the corporation and to attest the affixing by such officer's signature.

     Section 10. 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, and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and
securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.

     Section 12. The treasurer shall disburse the funds of the corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all the treasurer's transactions as treasurer and of the financial condition of
the corporation.


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     Section 13. If required by the board of directors, the treasurer shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of the treasurer's office and for the restoration to the corporation, in
case of the treasurer's death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever kind in the
treasurer's possession or under the treasurer's control, belonging to the
corporation.

     Section 14. The assistant treasurer or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer, and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                    ARTICLE X
                             CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by
certificates or shall be uncertificated. Each share certificate shall be signed
by the president or a vice-president and the secretary or treasurer or an
assistant secretary or treasurer of the corporation, or by the board of
directors, and may be sealed with the seal of the corporation or a facsimile
thereof.

     When the corporation is authorized to issue different classes of shares or
different series within a class, there shall be set forth upon the face or back
of the certificate, or the certificate shall have a statement that the
corporation will furnish to any shareholder upon request and without charge, a
full statement of the designations, preferences, limitations, and relative
rights applicable to each class, and the variations in the relative rights,
preferences, and limitations determined for each series and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.

     Section 2. The signatures of the persons signing a share certificate may be
facsimiles. In case any person who has signed, or whose facsimile signature has
been placed upon such certificate, shall have ceased to hold such office before
such certificate is issued, the certificate is nevertheless valid.

                                LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate theretofore issued by the corporation, which is
alleged to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.


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                               TRANSFERS OF SHARES

     Section 4. Upon surrender, to the corporation or the transfer agent of the
corporation, of a certificate representing shares duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, a new
certificate shall be issued to the person entitled thereto, and the old
certificate shall be cancelled and the transaction recorded upon the books of
the corporation.

                               FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice
of, or to vote at, any meeting of shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may fix a
record date, in advance, that may not be more than seventy (70) days before the
meeting or action requiring a determination of shareholders.

                             REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize a person,
registered on its books as the owner of shares, as having the exclusive right to
receive dividends and to vote with respect to shares shown to be owned, and as
being exclusively liable for calls and assessments upon shares shown to be
owned, and the corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Georgia.

                              LIST OF SHAREHOLDERS

     Section 7. A list of shareholders as of the record date, prepared in
alphabetical order, arranged by voting group, showing the address of and the
number of shares held by each shareholder, and certified by the corporate
officer responsible for its preparation or the transfer agent, shall be open for
inspection at any meeting of shareholders.

                                   ARTICLE XI
                               GENERAL PROVISIONS

                                    DIVIDENDS

     Section 1. Subject to the law and any applicable provisions of the articles
of incorporation, dividends may be declared by the board of directors at any
regular or special meeting, and may be paid in cash, in property or in shares of
the corporation.


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     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper, as a
reserve fund to meet contingencies, for equalizing dividends, for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

                                     CHECKS

     Section 3. All checks or demands for money, and notes of the corporation,
shall be signed by such officer or officers, or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.

                                      SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Georgia". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.

                                   ARTICLE XII
                                   AMENDMENTS

     Section 1. These by-laws may be amended or repealed, or new by-laws may be
adopted, by the affirmative vote of a majority of the board of directors at any
regular or special meeting of the board unless the articles of incorporation or
law reserve this power to the shareholders.


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