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                                                                   Exhibit 3(ii)

                                     BYLAWS
                                       OF
                              INTERMOST CORPORATION

                                    ARTICLE I
                                     OFFICES

 1.01      REGISTERED OFFICE AND AGENT

          The registered office or the registered agent, or both, may be changed
 by resolution of the Board of Directors, upon filing the statement required by
 law.

 1.02      PRINCIPAL OFFICE

          The principal office of the Corporation shall be at 38th Floor, Guomao
 Building, Renmin South Road, Shenzhen, China provided that the Board of
 Directors shall have power to change the location of the principal office in
 its discretion.

 1.03      OTHER OFFICES

          The Corporation may also maintain other offices at such places within
 or without China, or the State of Wyoming, as the Board of Directors may from
 time to time appoint or as the business of the Corporation may require.

                                   ARTICLE II
                                  SHAREHOLDERS

 2.01     PLACE OF MEETING

         All meetings of shareholders, both regular and .special, shall be held
 either at the principal office of the Corporation, or at such other place as
 shall be designated in the notice of the meeting.

 2.02     ANNUAL MEETING

         The annual meeting of shareholders for the election of directors and
 for the transaction of all other business which may come before the meeting
 shall be held at such date and time as may be specified by the Board of
 Directors as set forth in the notice of meeting.

         The annual meeting of shareholders may be held for any other purpose in
addition to the election of directors which may be specified in a notice of such
meeting. The meeting may be called by resolution of the Board of Directors or by
a writing filed with the secretary signed either by a majority of the directors
or by shareholders owning a majority in amount of the entire capital stock of
the Corporation issued and outstanding and entitled to vote at any such meeting.

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2.03     NOTICE OF SHAREHOLDERS' MEETING

          A written or printed notice stating the place, day and hour of the
 meeting, and in case of a special meeting, the purpose or purposes for which
 the meeting is called, shall be delivered not less than ten (10) 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, secretary or the officer or person
 calling the meeting, to each shareholder of record entitled to vote at such
 meeting. If mailed, such notice shall be deemed to be delivered when deposited
 in the United States mail addressed to the shareholder at his address as it
 appears on the share transfer books of the Corporation, with postage thereon
 prepaid.

 2.04     VOTING OF SHARES

          Each outstanding share, regardless of class, shall be entitled to one
 vote on each matter submitted to a vote at a meeting of shareholders, except to
 the extent that the voting rights of the shares of any class or classes are
 modified, limited or denied by the Articles of Incorporation or by law.

          Treasury shares, shares of its own stock owned by another corporation
 the majority of the voting stock of which is owned or controlled by this
 Corporation, and shares of its own stock held by this Corporation in a
 fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
 and shall not be counted in determining the total number of outstanding shares
 at any given time.

         A shareholder may vote either in person or by proxy executed in writing
 by the shareholder or by his duly authorized attorney-in-fact. No proxy shall
 be valid after eleven (11) months from the date of its execution unless
 otherwise provided in the proxy. Each proxy shall be revocable unless expressly
 provided therein to be irrevocable, and in no event shall it remain irrevocable
 for a period of more than eleven (11) months.

         At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected and
for whose election he has a right to vote, or if authorized by the Articles of
Incorporation, to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principal among any number of such
candidates. Any shareholder who intends to cumulate his votes as herein
authorized shall give written notice of such intention to the secretary of the
Corporation on or before the day preceding the election at which such
shareholder intends to cumulate his votes.

 2.05     CLOSING TRANSFER BOOKS AND FIXING RECORD DATE

          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 provide
 that the share transfer books shall be closed for a stated period not exceeding
 sixty (60) days. If the stock transfer books shall be closed for the purpose of
 determining shareholders entitled to notice of or to vote at a meeting of

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 shareholders, such books shall be closed for at least ten (10) days immediately
 preceding such meeting. In lieu of closing the stock transfer books, the Bylaws
 or, in the absence of an applicable Bylaw, the Board of Directors may fix in
 advance a date as the record date for any such determination of shareholders,
 not later than sixty (60) days and, in case of a meeting of shareholders, not
 earlier than ten (10) days, prior to the date on which the particular action
 requiring such determination of shareholders is to be taken. If the share
 transfer books are not closed and no record date is fixed for the determination
 of shareholders entitled to notice of or to vote at a meeting of shareholders,
 or shareholders entitled to receive payment of a dividend, the date on which
 notice of the meeting is mailed or the date on which the resolution of the
 Board of Directors declaring such dividend is adopted, as the case may be,
 shall be the record date for such determination of shareholders. When a
 determination of shareholders entitled to vote at any meeting of shareholders
 has been made as provided in this section, such determination shall apply to
 any adjournment thereof, except where the determination has been made through
 the closing of share transfer books and the stated period of closing has
 expired.

 2.06     QUORUM OF SHAREHOLDERS

         Unless otherwise provided in the Articles of Incorporation, the holders
 of a majority of the shares entitled to vote, represented in person or by
 proxy, shall constitute a quorum at a meeting of shareholders, but in no event
 shall a quorum consist of the holders of less than one-third (1/3) of the
 shares entitled to vote and thus represented at such meeting. The vote of the
 holders of a majority of the shares entitled to vote and thus represented at a
 meeting at which a quorum is present shall be the act of the shareholders'
 meeting, unless the vote of a greater number is required by law, the Articles
 of Incorporation or the Bylaws.

 2.07     VOTING LISTS

         The officer or agent having charge of the share transfer books for the
shares of the Corporation shall make, at least ten (10) days before each,
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a period
of ten (10) days prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholders
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. The original
share transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.

 2.08    ACTION BY CONSENT OF SHAREHOLDERS

          In lieu of a formal meeting, action may be taken by written consent of
 such number of the shareholders as is required by either State law or the
 Corporation's Bylaws for passage of such corporate action.

                                   ARTICLE III
                                    DIRECTORS

 3.01     BOARD OF DIRECTORS

          The business and affairs of the Corporation shall be managed by a
 Board of Directors. Directors need not be residents of the State of Wyoming or
 shareholders in the Corporation.

 3.02     NUMBER AND ELECTION OF DIRECTORS

          The number of directors shall be not less than three (3) nor more than
 ten (10). The number of directors constituting the board shall be fixed from
 time to time by the Directors provided that the number may be increased or
 decreased from time to time by an amendment to these ByLaws, but no decrease
 shall have the effect ,, of shortening the term of any incumbent director. At
 each annual election the shareholders shall elect directors to hold office
 until the next succeeding annual meeting.
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 3.03     VACANCIES

         Any vacancy occurring in the Board of Directors may be filled by the
 affirmative vote of the remaining directors, though less than a quorum of the
 Board. A director elected to fill a vacancy shall be elected for the unexpired
 term of his predecessor in office. Any directorship to be filled by reason of
 an increase in the number of directors shall be filled by election at an annual
 meeting or at a special meeting of shareholders called for that purpose.

 3.04     QUORUM OF DIRECTORS

         A quorum for purposes of all Board meetings and the transaction of
business thereat shall consist of a majority of the Directors. The act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.



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 3.05     ANNUAL MEETING OF DIRECTORS

          Within thirty (30) days after each annual meeting of shareholders, the
 Board of Directors elected at such meeting shall hold an annual meeting at
 which they shall elect officers and transact such other business as shall come
 before the meeting.

 3.06     REGULAR MEETING OF DIRECTORS

          A regular meeting of the Board of Directors may be held at such time
 as shall be determined from time to time by resolution of the Board of
 Directors.

 3.07     SPECIAL MEETINGS OF DIRECTORS

          The secretary shall call a special meeting of the Board of Directors
 whenever requested to do so by the President or by two directors. Such special
 meeting shall be held at the time specified in the notice of meeting.

 3.08     PLACE OF DIRECTORS MEETINGS

         All meetings of the Board of Directors (annual, regular or special)
 shall be held either at the principal office of the Corporation or at such
 other place, either within or without the State of Wyoming, as shall be
 specified in the notice of meeting.

 3.09     NOTICE OF DIRECTORS MEETINGS

         All meetings of the Board of Directors (annual, regular or special)
 shall be held upon five (5) days written notice stating the date, place and
 hour of meeting delivered to each director either personally or by mail or at
 the direction of the president or the secretary or the officer or person
 calling the meeting.

          In any case where all of the directors execute a waiver of notice of
the time and place of meeting, no notice thereof shall be required, and any such
meeting (whether annual, regular or special) shall be held at the time and at
the place (either within or without the State of Wyoming) specified in the
waiver of notice. Attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, except where the directors attends a meeting
for the express purpose of objecting to the transaction of any business on the
ground that 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.

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 3.10     COMPENSATION

          Directors, as such, shall not receive any stated salary for their
 services, but by resolution of the Board of Directors a fixed sum and expenses
 of attendance, if any, may be allowed for attendance at each annual, regular or
 special meeting of the Board, provided, that nothing herein contained shall be
 construed to preclude any director from serving the Corporation in any other
 capacity and receiving compensation therefor.

 3.11     ACTION BY CONSENT OP DIRECTORS

          In lieu of a formal meeting, action may be taken by written consent of
 such number of the directors as is required by either State law or the
 Corporation's Bylaws for passage of such corporate action.


 3.12     COMMITTEES

          The board of directors may, by resolution passed by a majority of the
 whole board, designate an executive committee and one or more other committees,
 each committee to consist of one or more of the directors of the Corporation.
 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.

         Any such committee, to the extent provided in the resolution of the
 board of directors, shall have and may exercise all the powers and authority of
 the board of directors in the management of the business and affairs of the
 Corporation, and may authorize the seal of the Corporation to be affixed to all
 papers which may require it; but no such committee shall have the power or
 authority in reference to making, altering or repealing any bylaw of the
 Corporation; electing or appointing any director, or removing any officer or
 director; submitting to shareholders any action that requires shareholders'
 approval; or amending or repealing any resolution theretofore adopted by the
 board which by its terms is amendable or repealable only by the board. Such
 committee or committees shall have such name or names as may be determined from
 time to time by resolution adopted by the board of directors. Each committee
 shall keep regular minutes of its meetings and report the same to the board of
 directors when required.

                                   ARTICLE IV
                                    OFFICERS

 4.01    OFFICERS ELECTION

         The officers of the Corporation shall consist of a president, one or
more vice presidents, a secretary, and a treasurer. The board of directors may
also choose, at its discretion, a Chairman of the Board, Vice Chairman of the
Board, Chief Executive Officer, Chief Operating Officer, one or more assistant
secretaries and one or more assistant treasurers. All such officers shall be
elected at the annual meeting of the Board of Directors provided for in Article
III, Section 5. If any office is not filled at such annual meeting, it may be
filled at any subsequent regular or special meeting of the Board. The Board of
Directors at such annual meeting, or at any subsequent regular or special
meeting may also elect or appoint such other officers and assistant officers and
agents as may be deemed necessary. Any two or more offices may be held by the
same person, except the offices of president and secretary.

          All officers and assistant officers shall be elected to serve until
 the next annual meeting of directors (following the next annual meeting of
 shareholders) or until their successors are elected; provided, that any officer
 or assistant officer elected or appointed by the Board of Directors may be
 removed with or without cause at any regular or special meeting of the Board
 whenever in the judgment of the Board of Directors the best interests of the
 Corporation will be served thereby, but such removal shall be without prejudice
 to the contract rights, if any, of the person so removed. Any agent appointed
 shall serve for such term as shall be specified, subject to like right of
 removal by the Board of Directors.

 4.02     VACANCIES

          If any office becomes vacant for any reason, the vacancy may be filled
by the Board of Directors.

 4.03     POWER OF OFFICERS

          Each officer shall have, subject to these Bylaws, in addition to the
 duties and powers specifically set forth herein, such powers and duties as are
 commonly incident to his office and such duties and powers as the Board of
 Directors shall from time to time designate. All officers shall perform their
 duties subject to the directions and under the supervision of the Board of
 Directors. The president may secure the fidelity of any and all officers by
 bond or otherwise.

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 4.04     CHAIRMAN OF THE BOARD

         The Chairman of the Board shall preside at all meetings of the
 stockholders and of the Board of Directors.

 4.05     VICE CHAIRMAN OF THE BOARD

         The Vice Chairman of the Board shall, at the request, or in the absence
or disability, of the Chairman of the Board, perform the duties and exercise the
powers of such office.

 4.06     CHIEF EXECUTIVE OFFICER

          The Chief Executive Officer of the Corporation shall have general
 supervision of the business, affairs and property of the Corporation, and over
 its several officers. In general, the Chief Executive Officer shall have all
 authority incident to the office of Chief Executive Officer and shall have such
 other authority and perform such other duties as may from time to time be
 assigned by the Board of Directors or by any duly authorized committee of
 directors. The Chief Executive Officer shall have the power to fix the
 compensation of elected officers whose compensation is not fixed by the Board
 of Directors or a committee thereof and also to engage, discharge, determine
 the duties and fix the compensation of all employees and agents of the
 Corporation necessary or proper for the transaction of the business of the
 Corporation. If the Chief Executive Officer is not also the Chairman of the
 Board, then the Chief Executive Officer shall report to the Chairman of the
 Board or the Vice Chairman, as the case may be.

 4.07     PRESIDENT

          The President shall be the chief operating officer of the Corporation
 and, subject to the direction of the Board of Directors, or any duly authorized
 committee of directors, shall have general supervision of the operations of the
 Corporation. In general, but subject to any contractual restriction, the
 President shall have all authority incident to the office of President and
 chief operating officer and shall have such other authority and perform such
 other duties as may from time to time be assigned by the Board of Directors or
 by any duly authorized committee of directors or by the Chairman of the Board
 of Directors. The President shall, at the request or in the absence or
 disability of the Chairman or Vice Chairman of the Board, or the Chief
 Executive Officer, perform the duties and exercise the powers of such officer.

 4.08     VICE PRESIDENTS

         Each vice president shall have such powers and duties as the Board, the
 Chief Executive Officer or the President assigns to him or her.

 4.09     SECRETARY AND ASSISTANT SECRETARIES

         The secretary shall attend all meetings of the Board and all meetings
of the shareholders and shall record all votes and the minutes of all
proceedings and shall perform like duties for the standing committees when
required. He shall give or cause to be given notice of all meetings of the
shareholders and all meetings of the Board of Directors and shall perform such
other duties as may be prescribed by the Board. He shall keep in safe custody
the seal of the Corporation, and when authorized by the Board, 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 shall, in the absence or disability of the
 secretary, perform the duties and exercise the powers of the secretary, and
 they shall perform such other duties as the Board of Directors shall prescribe.

<PAGE>

          In the absence of the secretary or an assistant secretary, the minutes
 of all meetings of the Board and shareholders shall be recorded by such person
 as shall be designated by the president or by the Board of Directors.



<PAGE>




 4.10    TREASURER AND ASSISTANT TREASURERS

          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.

         The treasurer shall disburse the funds of the Corporation as may be
 ordered by the Board of Directors, taking proper vouchers for such
 disbursements. He shall keep and maintain the Corporation's books of account
 and shall render to the president and directors an account of all of his
 transactions as treasurer and of the financial condition of the Corporation and
 exhibit his books, records and accounts to the president or directors at any
 time. He shall disburse funds for capital expenditures as authorized by the
 Board of Directors and in accordance with the orders of the president, and
 present to the president for his attention any requests for disbursing funds if
 in the judgment of the treasurer any such request is not properly authorized.
 He shall perform such other duties as may be directed by the Board of Directors
 or by the president. .

          If required by the Board of Directors, he shall give the Corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board for the faithful performance of the duties of his office and for the
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.

         The assistant treasurers in the order of their seniority shall, in the
 absence or disability of the treasurer, perform the duties and exercise the
 powers of the treasurer, and they shall perform such other duties as the Board
 of Directors shall prescribe.

                                    ARTICLE V
                      CERTIFICATES OF STOCK; TRANSFER, ETC.

 5.01     CERTIFICATES OF STOCK

          The certificates for shares of stock of the Corporation shall be
 numbered and shall be entered in the Corporation as they are issued. They shall
 exhibit the holder's name and number of shares and shall be signed by the
 president or a vice president and the secretary or an assistant secretary or if
 the Board of Directors determines, by any one of the afore named officers and
 shall be sealed with the seal of the Corporation or a facsimile thereof. If the
 Corporation has a transfer agent or a registrar, other than the Corporation
 itself or an employee of the Corporation, the signatures of any such officer
 may be facsimile. In case any officer or officers who shall have signed or
 whose facsimile signature or signatures shall have been used on any such
 certificate or certificates shall cease to be such officer or officers of the
 Corporation, whether because of death, resignation or otherwise, before said
 certificate or certificates shall have been issued, such certificate may
 nevertheless be issued by the Corporation with the same effect as though the
 person or persons who signed such certificates or whose facsimile signature or
 signatures shall have been used thereon had been such officer or officers at
 the date of its issuance. Certificates shall be in such form as shall in
 conformity to law be prescribed from time to time by the Board of Directors.

         The Corporation may appoint from time to time transfer agents and
 registrars, who shall perform their duties under the supervision of the
 secretary.

<PAGE>

 5.02     TRANSFERS OF SHARES

         Upon surrender to the Corporation or the transfer agent of the
 Corporation of a certificate for shares 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.

 5.03     REGISTERED SHAREHOLDERS

         The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law.

 5.04    LOST CERTIFICATE

          The Board of Directors may direct a new certificate or certificates to
 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 to be lost. When
 authorizing such issue of a new certificate or certificates, the Board of
 Directors in its discretion and as a condition precedent to the issuance
 thereof, may require the owner of such lost or destroyed certificate or
 certificates or his legal representative to advertise the same in such manner
 as it shall require or to give the corporation a bond with surety and in form
 satisfactory to the Corporation (which bond shall also name the Corporation's
 transfer agents and registrars, if any, as obligees) in such sum as it may
 direct as indemnity against any claim that may be made against the Corporation
 or other obligees with respect to the certificate alleged to have been lost or
 destroyed, or to advertise and also give such bond.

                                   ARTICLE VI
                                    DIVIDEND

 6.01     DECLARATION

          The Board of Directors may declare at any annual, regular or special
 meeting of the Board and the Corporation may pay, dividends on the outstanding
 shares in cash, property or in the shares of the Corporation to the extent
 permitted by, and subject to the provisions of, the laws of the State of
 Wyoming.

 6.02     RESERVES

         Before payment of any dividend there may be set aside out of any funds
of the Corporation available for dividends such sura or sums as the directors
from time to time in their absolute discretion think proper as a reserve fund to
meet contingencies or for equalizing dividends or 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
abolish any such reserve in the manner in which it was created.

                                   ARTICLE VII
                                  MISCELLANEOUS

 7.01    INFORMAL ACTION

         Any action required to be taken or which may be taken at a meeting of
the shareholders, directors or members of the executive committee, may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by such number of the shareholders, directors, or members of the
executive committee as is required by law, as the case may be, entitled to vote
with respect to the subject matter thereof, and such consent shall have the same
force and effect as a vote of the shareholders, directors, or members of the
executive committee, as the case may be, at a meeting of said body.

<PAGE>

 7.02     SEAL

          The corporate seal shall be circular in form and shall contain the
 name of the Corporation, the year of its incorporation and the words "Wyoming",
 and "CORPORATE SEAL". The seal may be used by causing it or a facsimile to be
 impressed or affixed or in any other manner reproduced. The corporate seal may
 be altered by order of the Board of Directors at any time.

 7.03     CHECKS

          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.

 7.04     FISCAL YEAR

          The fiscal year of the Corporation shall be determined by resolution
of the Board of Directors.

 7.05     AMENDMENTS

          These Bylaws may be altered, amended or repealed in whole or in part
 by the affirmative vote of the Board of Directors.


                                  ARTICLE VIII
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

 8.01    RIGHT TO INDEMNIFICATION

         Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she 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 or of a
partnership, joint venture, trust or other enterprise, including service with
respect to an employee benefit plan (hereinafter an "indemnitee") , whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall -be indemnified and held harmless by
the Corporation to the fullest extent authorized by the laws of the State of
Wyoming, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the Corporation
to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability
and loss (including attorneys fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred or suffered by
such indemnitee in connection therewith and such indemnification shall continue
as to an indemnitee who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that except as provided in Section 2 hereof
with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding
(or part thereof) initiated by indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, if Wyoming law requires, an
advancement of expenses incurred by an indemnitee in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such indemnitee, including, without limitation, service to an
employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter a
"final adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise.



<PAGE>




 8.02    RIGHT OF INDEMNITEE TO BRING SUIT

          If a claim under Section 1 of this Article is not paid in full by the
Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (i) any suit brought by the
indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) in any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation
shall be entitled to recover such expenses upon a final adjudication that, the
indemnitee has not met the applicable standard of conduct set forth in Wyoming
law. Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in Wyoming law nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard of conduct, or, in the case of such suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses hereunder,
or by the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.

 8.03     NON-EXCLUSIVITY OF RIGHTS

         The rights to indemnification and to the advancement of expenses
 conferred in this Article shall not be exclusive of any other right which any
 person may have or hereafter acquire under any statute, the Corporation's
 certification of incorporation, bylaw, agreement, vote of stockholders or
 disinterested directors or otherwise.

 8.04     INSURANCE

         The Corporation may maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or loss
under Wyoming law.


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