BYLAWS
 
 OF
 
 FREESTONE
RESOURCES, INC.
 
 A For
Profit Corporation
 
 ARTICLE
I
 
 SHAREHOLDERS
 
 1.  Annual
Meeting
 
 A meeting of the shareholders shall be
held annually for the election of directors and the transaction of other
business on such date in each year as may be determined by the Board of
Directors, but in no event later than 100 days after the anniversary of the date
of incorporation of the Corporation.
 
 
 2.  Special
Meetings
 
 Special meetings of the shareholders
may be called by the Board of Directors, Chairman of the Board or President and
shall be called by the Board upon the written request of the holders of record
of a majority of the outstanding shares of the Corporation entitled to vote at
the meeting requested to be called.  Such request shall state the
purpose or purposes of the proposed meeting.  At such special meetings
the only business which may be transacted is that relating to the purpose or
purposes set forth in the notice thereof.
 
 
 3.  Place of
Meetings
 
 Meetings of the shareholders shall be
held at such place within or outside of the State of Nevada as may be fixed by
the Board of Directors.  If no place is so fixed, such meet­ings
shall be held at the principal office of the Corporation.
 
 
 4.  Notice of
Meetings
 
 Notice of each meeting of the
shareholders shall be given in writing and shall state the place, date and hour
of the meeting and the purpose or purposes for which the meeting is
called.  Notice of a special meeting shall indicate that it is being
issued by or at the direction of the person or persons calling or requesting the
meeting.
 
 If, at any meeting, action is proposed
to be taken which, if taken, would entitle objecting shareholders to receive
payment for their shares, the notice shall include a statement of that purpose
and to that effect.
 
 A copy of the notice of each meeting
shall be given, personally or by first class mail, not less than ten nor more
than sixty days before the date of the meeting, to each share­holder
entitled to vote at such meeting.  If mailed, such notice shall be
deemed to have been given when deposited in the United States mail, with postage
thereon prepaid, directed to the share­holder at his address as it appears
on the record of the share­holders, or, if he shall have filed with the
Secretary of the Corporation a written request that notices to him or her be
mailed to some other address, then directed to him at such other
address.
 
 
 When
a meeting is adjourned to another time or place, it shall not be necessary to
give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting any business may be transacted that
might have been transacted on the original date of the
meeting.  However, if after the adjournment the Board of Directors
fixes a new record date for the adjourned meeting, a notice of the
ad­journed meeting shall be given to each shareholder of record on the new
record date entitled to notice under this Section 4.
    
 
 
 5.  Waiver of
Notice
 
 Notice of a meeting need not be given
to any sharehold­er who submits a signed waiver of notice, in person or by
proxy, whether before or after the meeting.  The attendance of any
shareholder at a meeting, in person or by proxy, without protesting prior to the
conclusion of the meeting the lack of notice of such meeting, shall constitute a
waiver of notice by him or her.
 
 
 6.  Inspectors of
Election
 
 The Board of Directors, in advance of
any shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof.  If inspectors are not so
appointed, the person presiding at a shareholders' meeting may, and on the
request of any shareholder entitled to vote thereat shall, appoint two
inspectors.  In case any person appointed fails to appear or act, the
vacancy may be filled by appointment in advance of the meeting by the Board or
at the meeting by the person presiding thereat.  Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of such inspector at such meet­ing with
strict impartiality and according to the best of his ability.
 
 The inspectors shall determine the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies, and shall receive votes, ballots or consents, hear and
determine all challenges and questions arising in con­nection with the right
to vote at the meeting, count and tabulate all votes, ballots or consents,
determine the result thereof, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders.  On request of the
person presiding at the meeting, or of any shareholder entitled to vote thereat,
the inspectors shall make a report in writing of any challenge, question or
matter determined by them and shall execute a certi­ficate of any fact found
by them.  Any report or certificate made by them shall be prima facie
evidence of the facts stated and of any vote certified by them.
 
 
 7. List of Shareholders at
Meetings
 
 A list of the shareholders as of the
record date, cer­tified by the Secretary or any Assistant Secretary or by a
transfer agent, shall be produced at any meeting of the share­holders upon
the request thereat or prior thereto of any share­holder.  If the
right to vote at any meeting is challenged, the inspectors of election, or the
person presiding thereat, shall require such list of the shareholders to be
produced as evidence of the right of the persons challenged to vote at such
meeting, and all persons who appear from such list to be shareholders entitled
to vote thereat may vote at such meeting.
 
 
 8.  Qualification
of Voters
 
 Unless otherwise provided in the
Certificate of Incor­poration, every shareholder of record shall be entitled
at every meeting of the shareholders to one vote for every share standing in its
name on the record of the shareholders.
 
 Treasury shares as of the record date
and shares held as of the record date by another domestic or foreign corporation
of any kind, if a majority of the shares entitled to vote in the election of
directors of such other corporation is held as of the record date by the
Corporation, shall not be shares entitled to vote or to be counted in
determining the total number of out­standing shares.
    
  
 Shares held by an administrator,
executor, guardian, conservator, committee or other fiduciary, other than a
trustee, may be voted by such fiduciary, either in person or by proxy, without
the transfer of such shares into the name of such fiduciary.  Shares
held by a trustee may be voted by him or her, either in person or by proxy, only
after the shares have been transferred into his name as trustee or into the name
of his nominee.
 
 Shares standing in the name of another
domestic or foreign corporation of any type or kind may be voted by such
officer, agent or proxy as the bylaws of such corporation may provide, or, in
the absence of such provision, as the board of directors of such corporation may
determine.
 
 No shareholder shall sell his vote, or
issue a proxy to vote, to any person for any sum of money or anything of value
except as permitted by law.
 
 
 9.  Quorum of
Shareholders
 
 The holders of a majority of the shares
of the Corpora­tion issued and outstanding and entitled to vote at any
meeting of the shareholders shall constitute a quorum at such meeting for the
transaction of any business, provided that when a specified item of business is
required to be voted on by a class or series, voting as a class, the holders of
a majority of the shares of such class or series shall constitute a quorum for
the trans­action of such specified item of business.
 
 When a quorum is once present to
organize a meeting, it is not broken by the subsequent withdrawal of any
shareholders.
 
 The shareholders who are present in
person or by proxy and who are entitled to vote may, by a majority of votes
cast, adjourn the meeting despite the absence of a quorum.
 
 
 10.  Proxies
 
 Every shareholder entitled to vote at a
meeting of the shareholders, or to express consent or dissent without a meeting,
may authorize another person or persons to act for him by proxy.
 
 Every proxy must be signed by the
shareholder or its attorney.  No proxy shall be valid after the
expiration of eleven months from the date thereof unless otherwise provided in
the proxy.  Every proxy shall be revocable at the pleasure of the
shareholder executing it, except as otherwise provided by law.
 
 The authority of the holder of a proxy
to act shall not be revoked by the incompetence or death of the shareholder who
executed the proxy, unless before the authority is exercised written notice of
an adjudication of such incompetence or of such death is received by the
Secretary or any Assistant Secretary.
 
 
 11.  Vote or
Consent of Shareholders
 
 Directors, except as otherwise required
by law, shall be elected by a plurality of the votes cast at a meeting of
shareholders by the holders of shares entitled to vote in the
election.
 
 Whenever any corporate action, other
than the election of directors, is to be taken by vote of the shareholders, it
shall, except as otherwise required by law, be authorized by a majority of the
votes cast at a meeting of shareholders by the holders of shares entitled to
vote thereon.
     
 
 Whenever shareholders are required or
permitted to take any action by vote, such action may be taken without a meeting
on written consent, setting forth the action so taken, signed by the holders of
all outstanding shares entitled to vote thereon.  Written consent thus
given by the holders of all outstanding shares entitled to vote shall have the
same effect as an unanimous vote of shareholders.
 
 
 12.  Fixing The
Record Date
 
 For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of deter­mining shareholders entitled
to receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders.  Such
date shall not be less than ten nor more than sixty days before the date of such
meeting, nor more than sixty days prior to any other action.
 
 When a determination of shareholders of
record entitled to notice of or to vote at any meeting of shareholders has been
made as provided in this Section, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting.
 
 
 ARTICLE
II
 
 BOARD OF
DIRECTORS
 
 1.  Power of Board
and Qualification of Directors
 
 The business of the Corporation shall
be managed by the Board of Directors.  Each director shall be at least
eighteen years of age.
 
 
 2. Number of
Directors
 
 The number of directors constituting
the entire Board of Directors shall be the number, not less than one nor more
than ten, fixed from time to time by a majority of the total number of directors
which the Corporation would have, prior to any increase or decrease, if there
were no vacancies, provided, however, that no decrease shall shorten the term of
an incumbent director.  Until otherwise fixed by the directors, the
number of directors constituting the entire Board shall be four.
 
 
 3.  Election and
Term of Directors
 
 At each annual meeting of shareholders,
directors shall be elected to hold office until the next annual meeting and
until their successors have been elected and qualified or until their death,
resignation or removal in the manner hereinafter provided.
 
 
 4.  Quorum of
Directors and Action by the Board
 
 A majority of the entire Board of
Directors shall constitute a quorum for the transaction of business, and, except
where otherwise provided herein, the vote of a majority of the directors present
at a meeting at the time of such vote, if a quorum is then present, shall be the
act of the Board.
 
 Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action.  The resolution and
the written consent thereto by the members of the Board or committee shall be
filed with the minutes of the proceedings of the Board or
committee.
   
  
 
 5.  Meetings of
the Board
 
 An annual meeting of the Board of
Directors shall be held in each year directly after the annual meeting of
sharehold­ers.  Regular meetings of the Board shall be held at
such times as may be fixed by the Board.  Special meetings of the
Board may be held at any time upon the call of the President or any two
directors.
 
 Meetings of the Board of Directors
shall be held at such places as may be fixed by the Board for annual and regular
meetings and in the notice of meeting for special meetings.  If no
place is so fixed, meetings of the Board shall be held at the principal office
of the Corporation.  Any one or more members of the Board of Directors
may participate in meetings by means of a conference telephone or similar
communications equipment.
 
 No notice need be given of annual or
regular meetings of the Board of Directors.  Notice of each special
meeting of the Board shall be given to each director either by mail not later
than noon, on the third day prior to the meeting or by telegram, written message
or orally not later than noon, on the day prior to the
meeting.  Notices are deemed to have been properly given if
given:  by mail, when depo­sited in the United States mail; by
telegram at the time of filing; or by messenger at the time of
delivery.  Notices by mail, telegram or messenger shall be sent to
each director at the address designated by him for that purpose, or, if none has
been so designated, at his last known residence or business
address.
 
 Notice of a meeting of the Board of
Directors need not be given to any director who submits a signed waiver of
notice whether before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to any
director.
 
 A notice, or waiver of notice, need not
specify the purpose of any meeting of the Board of Directors.
 
 A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another time and
place.  Notice of any adjournment of a meeting to another time or
place shall be given, in the manner described above, to the dir­ectors who
were not present at the time of the adjournment and, unless such time and place
are announced at the meeting, to the other directors.
 
 
 6.  Resignations
 
 Any director of the Corporation may
resign at any time by giving written notice to the Board of Directors or to the
President or to the Secretary of the Corporation.  Such
resigna­tion shall take effect at the time specified therein; and unless
otherwise specified therein the acceptance of such resignation shall not be
necessary to make it effective.
 
 
 7.  Removal of
Directors
 
 Any one or more of the directors may be
removed for cause by action of the Board of Directors.  Any or all of
the directors may be removed with or without cause by vote of the
shareholders.
 
 
 8.  Newly Created
Directorships and Vacancies
 
 Newly created directorships resulting
from an increase in the number of directors and vacancies occurring in the Board
of Directors for any reason except the removal of directors by shareholders may
be filled by vote of a majority of the directors then in office, although less
than a quorum exists.  Vacancies occurring as a result of the removal
of directors by shareholders shall be filled by the shareholder.  A
director elected to fill a vacancy shall be elected to hold office for the
unexpired term of his predecessor.
    
   
 9.  Executive and
Other Committees of Directors
 
 The Board of Directors, by resolution
adopted by a majority of the entire Board, may designate from among its members
an executive committee and other committees each con­sisting of three or
more directors and each of which, to the extent provided in the resolution,
shall have all the authority of the Board, except that no such committee shall
have authority as to the following matters:  (a) the submission to
shareholders of any action that needs shareholders' approval; (b) the filling of
vacancies in the Board or in any committee; (c) the fixing of compensation of
the directors for serving on the Board or on any committee; (d) the amendment or
repeal of the bylaws, or the adoption of new bylaws; (e) the amendment or repeal
of any reso­lution of the Board which, by its term, shall not be so
amendable or repealable; or (f) the removal or indemnification of
direc­tors.
 
 The Board of Directors may designate
one or more direc­tors as alternate members of any such committee, who may
replace any absent member or members at any meeting of such
committee.
 
 Unless a greater proportion is required
by the resolu­tion designating a committee, a majority of the entire
authorized number of members of such committee shall constitute a quorum for the
transaction of business, and the vote of a majority of the members present at a
meeting at the time of such vote, if a quorum is then present, shall be the act
of such committee.
 
 Each such committee shall serve at the
pleasure of the Board of Directors.
 
 
 10.  Compensation
of Directors
 
 The Board of Directors shall have
authority to fix the compensation of directors for services in any
capacity.
 
 
 11.  Interest of
Directors in a Transaction
 
 Unless shown to be unfair and
unreasonable as to the Corporation, no contract or other transaction between the
Corpo­ration and one or more of its directors, or between the
Corpora­tion and any other corporation, firm, association or other entity in
which one or more of the directors are directors or officers, or are financially
interested, shall be either void or voidable, irrespective of whether such
interested director or directors are present at a meeting of the Board of
Directors, or of a committee thereof, which authorizes such contract or
transaction and irrespective of whether his or their votes are counted for such
purpose.  In the absence of fraud any such contract and
trans­action conclusively may be authorized or approved as fair and
reasonable by:  (a) the Board of Directors or a duly empowered
committee thereof, by a vote sufficient for such purpose without counting the
vote or votes of such interested director or direc­tors (although such
interested director or directors may be counted in determining the presence of a
quorum at the meeting which authorizes such contract or transaction), if the
fact of such common directorship, officership or financial interest is disclosed
or known to the Board or committee, as the case may be; or (b) the shareholders
entitled to vote for the election of dir­ectors, if such common
directorship, officership or financial in­terest is disclosed or known to
such shareholders.
 
 Notwithstanding the foregoing, no loan,
except advances in connection with indemnification, shall be made by the
Corpora­tion to any director unless it is authorized by vote of the
shareholders without counting any shares of the director who would be the
borrower or unless the director who would be the borrower is the sole
shareholder of the Corporation.
     
  
 
 ARTICLE
III
 
 OFFICERS
 
 1.  Election of
Officers
 
 The Board of Directors, as soon as may
be practicable after the annual election of directors, shall elect a President,
a Secretary, and a Treasurer, and from time to time may elect or appoint such
other officers as it may determine.  Any two or more offices may be
held by the same person.  The Board of Directors may also elect one or
more Vice Presidents, Assistant Secretaries and Assistant
Treasurers.
 
 
 2.  Other
Officers
 
 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.
 
 
 3.  Compensation
 
 The salaries of all officers and agents
of the Corpora­tion shall be fixed by the Board of Directors.
 
 
 4.  Term of Office
and Removal
 
 Each officer shall hold office for the
term for which he is elected or appointed, and until his successor has been
elected or appointed and qualified.  Unless otherwise provided in the
resolution of the Board of Directors electing or appointing an officer, his term
of office shall extend to and expire at the meeting of the Board following the
next annual meeting of share­holders.  Any officer may be removed
by the Board with or without cause, at any time.  Removal of an
officer without cause shall be without prejudice to his contract rights, if any,
and the elec­tion or appointment of an officer shall not of itself create
con­tract rights.
 
 
 5.  President
 
 The President shall be the chief
executive officer of the Corporation, 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.  The President shall also preside at all meetings of the
shareholders and the Board of Directors.
 
 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.
 
 
 6.  Vice
Presidents
 
 The Vice Presidents, in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their election, during the absence or disability of or refusal
to act by the President, shall perform the duties and exercise the powers of the
President and shall perform such other duties as the Board of Directors shall
prescribe.
    
 
 
 7.  Secretary and
Assistant Secretaries
 
 The Secretary shall attend all meetings
of the Board of Directors and all meetings of the shareholders and 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 the Secretary
shall be.  The Secretary shall have custody of the corporate seal of
the Corporation and the Secre­tary, 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 his signature.
 
 The Assistant Secretary, or if there be
more than one, the Assistant Secretaries in the order designated by the Board of
Directors, or in the absence of such designation then in the order of their
election, in the absence of the Secretary or in the event of the Secretary's
inability or refusal to act, shall 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.
 
 
 8.  Treasurer and
Assistant Treasurers
 
 The Treasurer shall have the custody of
the corporate funds and securities; 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
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 his transactions as Treasurer and of the financial condition of the
Corporation.
 
 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 office of Treasurer, and for the
restoration to the Corporation, in the 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 possession or under the control
of the Treasurer belonging to the Corporation.
 
 The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order designated by the
Board of Directors, or in the absence of such designation, then in the order of
their election, in the absence of the Treasurer or in the event of the
Treasurer's inability or refusal to act, shall 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.
 
 
 9.  Books and
Records
 
 The Corporation shall
keep:  (a) correct and complete books and records of account; (b)
minutes of the proceedings of the shareholders, Board of Directors and any
committees of direc­tors; and (c) a current list of the directors and
officers and their residence addresses.  The Corporation shall also
keep at its office in the State of Texas or at the office of its transfer agent
or registrar in the State of Nevada, if any, a record containing the names and
addresses of all shareholders, the number and class of shares held by each and
the dates when they respectively became the owners of record
thereof.
     
  
 The Board of Directors may determine
whether and to what extent and at what times and places and under what
condi­tions and regulations any accounts, books, records or other documents
of the Corporation shall be open to inspection, and no creditor, security holder
or other person shall have any right to inspect any accounts, books, records or
other documents of the Corporation except as conferred by statute or as so
authorized by the Board.
 
 
 10.  Checks,
Notes, etc.
 
 All checks and drafts on, and
withdrawals from the Cor­poration's accounts with banks or other financial
institutions, and all bills of exchange, notes and other instruments for the
payment of money, drawn, made, endorsed, or accepted by the Cor­poration,
shall be signed on its behalf by the person or persons thereunto authorized by,
or pursuant to resolution of, the Board of Directors.
 
 
 ARTICLE
IV
 
 CERTIFICATES AND TRANSFERS
OF SHARES
 
 1.  Forms of Share
Certificates
 
 The share of the Corporation shall be
represented by certificates, in such forms as the Board of Directors may
prescribe, signed by the President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assis­tant
Treasurer.  The shares may be sealed with the seal of the Corporation
or a facsimile thereof.  The signatures of the offi­cers upon a
certificate may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation or its
employee.  In case any officer who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer at the date of
issue.
 
 Each certificate representing shares
issued by the Cor­poration shall set forth upon the face or back of the
certifi­cate, or shall state that the Corporation will furnish to any
shareholder upon request and without charge, a full statement of the
designation, relative rights, preferences and limitations of the shares of each
class of shares, if more than one, authorized to be issued and the designation,
relative rights, preferences and limitations of each series of any class of
preferred shares authorized to be issued so far as the same have been fixed, and
the authority of the Board of Directors to designate and fix the relative
rights, preferences and limitations of other series.
 
 Each certificate representing shares
shall state upon the face thereof:  (a) that the Corporation is formed
under the laws of the State of Nevada; (b) the name of the person or persons to
whom issued; and (c) the number and class of shares, and the designation of the
series, if any, which such certificate represents.
 
 
 2. Transfers of
Shares
 
 Shares of the Corporation shall be
transferable on the record of shareholders upon presentment to the Corporation
of a transfer agent of a certificate or certificates representing the shares
requested to be transferred, with proper endorsement on the certificate or on a
separate accompanying document, together with such evidence of the payment of
transfer taxes and com­pliance with other provisions of law as the
Corporation or its transfer agent may require.
 
 
 
 
 
 3.  Lost, Stolen
or Destroyed Share Certificates
 
 No certificate for shares of the
Corporation shall be issued in place of any certificate alleged to have been
lost, destroyed or wrongfully taken, except, if and to the extent required by
the Board of Directors upon:  (a) production of evi­dence of loss,
destruction or wrongful taking; (b) delivery of a bond indemnifying the
Corporation and its agents against any claim that may be made against it or them
on account of the alleged loss, destruction or wrongful taking of the replaced
cer­tificate or the issuance of the new certificate; (c) payment of the
expenses of the Corporation and its agents incurred in con­nection with the
issuance of the new certificate; and (d) com­pliance with other such
reasonable requirements as may be imposed.
 
 
 ARTICLE
V
 
 OTHER
MATTERS
 
 1.  Corporate
Seal
 
 The Board of Directors may adopt a
corporate seal, alter such seal at pleasure, and authorize it to be used by
causing it or a facsimile to be affixed or impressed or reproduced in any other
manner.
 
 
 2.  Fiscal
Year
 
 The fiscal year of the Corporation
shall be the twelve months ending December 31st, or such other period as may be
fixed by the Board of Directors.
 
 
 3.  Amendments
 
 Bylaws of the Corporation may be
adopted, amended or repealed by vote of the holders of the shares at the time
entitled to vote in the election of any directors.  Bylaws may also be
adopted, amended or repealed by the Board of Directors, but any bylaws adopted
by the Board may be amended or repealed by the shareholders entitled to vote
thereon as herein above pro­vided.
 
 If any bylaw regulating an impending
election of direc­tors is adopted, amended or repealed by the Board of
Directors, there shall be set forth in the notice of the next meeting of
shareholders for the election of directors the bylaw so adopted, amended or
repealed, together with a concise statement of the changes made.