<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>boulder10qsbex31033104.txt
<DESCRIPTION>AMENDED AND RESTATED BYLAWS
<TEXT>

Exhibit 3.1
-----------



                           AMENDED AND RESTATED BYLAWS

                                       OF

                           BOULDER ACQUISITIONS, INC.


<PAGE>




                                TABLE OF CONTENTS

ARTICLE I......................................................................1
   OFFICES.....................................................................1
      Section 1.1 Registered Office............................................1
      Section 1.2 Other Offices................................................1

ARTICLE II.....................................................................1
   SHAREHOLDERS................................................................1
      Section 2.1 Place of Meetings............................................1
      Section 2.2 Annual Meeting...............................................1
      Section 2.3 List of Shareholders.........................................1
      Section 2.4 Special Meetings.............................................1
      Section 2.5 Notice.......................................................2
      Section 2.6 Quorum.......................................................2
      Section 2.7 Voting.......................................................2
      Section 2.8 Method of Voting.............................................2
      Section 2.9 Record Date; Closing Transfer Books..........................3
      Section 2.10   Action by Consent.........................................3

ARTICLE III....................................................................3
   BOARD OF DIRECTORS..........................................................3
      Section 3.1 Management...................................................3
      Section 3.2 Qualification; Election; Term................................3
      Section 3.3 Number.......................................................3
      Section 3.4 Removal......................................................4
      Section 3.5 Vacancies....................................................4
      Section 3.6 Place of Meetings............................................4
      Section 3.7 Annual Meeting...............................................4
      Section 3.8 Regular Meetings.............................................4
      Section 3.9 Special Meetings.............................................4
      Section 3.10   Quorum....................................................4
      Section 3.11   Interested Directors......................................4
      Section 3.12   Committees................................................5
      Section 3.13   Action by Consent.........................................5
      Section 3.14   Compensation of Directors.................................5

ARTICLE IV.....................................................................5
   NOTICE......................................................................5
      Section 4.1 Form of Notice...............................................5
      Section 4.2 Waiver.......................................................5

                                       i

<PAGE>


ARTICLE V......................................................................6
   OFFICERS AND AGENTS.........................................................6
      Section 5.1 In General...................................................6
      Section 5.2 Election.....................................................6
      Section 5.3 Other Officers and Agents....................................6
      Section 5.4 Compensation.................................................6
      Section 5.5 Term of Office and Removal...................................6
      Section 5.6 Employment and Other Contracts...............................6
      Section 5.7 Chairman of the Board of Directors...........................6
      Section 5.8 President....................................................6
      Section 5.9 Vice Presidents..............................................7
      Section 5.10   Secretary.................................................7
      Section 5.11   Assistant Secretaries.....................................7
      Section 5.12   Treasurer.................................................7
      Section 5.13   Assistant Treasurers......................................7
      Section 5.14   Bonding...................................................7

ARTICLE VI.....................................................................8
   CERTIFICATES REPRESENTING SHARES............................................8
      Section 6.1 Form of Certificates.........................................8
      Section 6.2 Lost Certificates............................................8
      Section 6.3 Transfer of Shares...........................................8
      Section 6.4 Registered Shareholders......................................8

ARTICLE VII....................................................................9
   GENERAL PROVISIONS..........................................................9
      Section 7.1 Dividends....................................................9
      Section 7.2 Reserves.....................................................9
      Section 7.3 Telephone and Similar Meetings...............................9
      Section 7.4 Books and Records............................................9
      Section 7.5 Fiscal Year..................................................9
      Section 7.6 Seal. 9
      Section 7.7 Indemnification.............................................10
      Section 7.8 Insurance...................................................10
      Section 7.9 Resignation.................................................10
      Section 7.10   Amendment of Bylaws......................................10
      Section 7.11   Invalid Provisions.......................................10
      Section 7.12   Relation to Articles of Incorporation....................10

                                       ii

<PAGE>



                           AMENDED AND RESTATED BYLAWS
                                       OF
                           BOULDER ACQUISITIONS, INC.

                                    ARTICLE I

                                     OFFICES

     Section 1.1 Registered  Office.  The registered office and registered agent
of Boulder  Acquisitions,  Inc. (the "Corporation") will be as from time to time
set forth in the  Corporation's  Articles of Incorporation or in any certificate
filed  with the  Secretary  of  State  of the  State  of  Nevada  to amend  such
information.

     Section 1.2 Other Offices.  The  Corporation  may also have offices at such
other  places,  both  within and  without  the State of Nevada,  as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                                   ARTICLE II

                                  SHAREHOLDERS

     Section 2.1 Place of  Meetings.  All meetings of the  shareholders  for the
election of Directors will be held at such place, within or without the State of
Nevada or the United States of America, as may be fixed from time to time by the
Board of Directors.  Meetings of shareholders  for any other purpose may be held
at such time and  place,  within or  without  the State of Nevada or the  United
States of  America,  as may be stated in the notice of the  meeting or in a duly
executed waiver of notice thereof.

     Section 2.2 Annual Meeting.  An annual meeting of the shareholders  will be
held at such  time as may be  determined  by the  Board of  Directors,  at which
meeting the shareholders will elect a Board of Directors and transact such other
business as may properly be brought before the meeting.

     Section  2.3 List of  Shareholders.  At least  ten (10)  days  before  each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order, with the address of and the number
of voting shares registered in the name of each, will be prepared by the officer
or agent having charge of the stock  transfer  books.  Such list will be kept on
file at the registered  office of the  Corporation for a period of ten (10) days
prior to such meeting and will be subject to  inspection by any  shareholder  at
any time during usual business  hours.  Such list will be produced and kept open
at the time and place of the meeting during the whole time thereof,  and will be
subject to the inspection of any shareholder who may be present.

     Section 2.4 Special Meetings. Special meetings of the shareholders, for any
purpose or  purposes,  unless  otherwise  prescribed  by law,  the  Articles  of
Incorporation  or these  Bylaws,  may be called by the President or the Board of
Directors,  or will be called by the  President  or  Secretary at the request in


                                       1
<PAGE>


writing of the holders of not less than thirty  percent  (30%) of all the shares
issued, outstanding and entitled to vote. Such request will state the purpose or
purposes of the proposed  meeting.  Business  transacted at all special meetings
will be confined to the purposes  stated in the notice of the meeting unless all
shareholders entitled to vote are present and consent.

     Section 2.5 Notice.  Written or printed notice  stating the place,  day and
hour of any meeting of the shareholders  and, in case of a special meeting,  the
purpose or purposes for which the meeting is called,  will 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,  the
Secretary,  or the officer or person calling the meeting, to each shareholder of
record entitled to vote at the meeting. If mailed, such notice will be deemed to
be  delivered  when  deposited  in the  United  States  mail,  addressed  to the
shareholder  at his  address as it appears  on the stock  transfer  books of the
Corporation, with postage thereon prepaid.

     Section 2.6 Quorum.  With respect to any matter,  the presence in person or
by proxy of the holders of thirty-three  percent (33%) of the shares entitled to
vote on that matter will be necessary and  sufficient to constitute a quorum for
the transaction of business except as otherwise provided by law, the Articles of
Incorporation  or these  Bylaws.  If,  however,  such  quorum is not  present or
represented at any meeting of the  shareholders,  the  shareholders  entitled to
vote  thereat,  present in person or  represented  by proxy,  will have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. If the adjournment is for
more than thirty  (30) days,  or if after the  adjournment  a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting will be given
to each shareholder of record entitled to vote at the meeting. At such adjourned
meeting  at which a quorum  is  present  or  represented,  any  business  may be
transacted  that  might  have  been  transacted  at the  meeting  as  originally
notified.

     Section  2.7  Voting.  When a  quorum  is  present  at any  meeting  of the
Corporation's shareholders,  the vote of the holders of a majority of the shares
entitled to vote that are  actually  voted on any  question  brought  before the
meeting  will be  sufficient  to  decide  such  question;  provided  that if the
question  is one upon  which,  by express  provision  of law,  the  Articles  of
Incorporation  or these  Bylaws,  a different  vote is  required,  such  express
provision shall govern and control the decision of such question.

     Section 2.8 Method of Voting.  Each outstanding  share of the Corporation's
capital  stock,  regardless of class or series,  will 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 series are limited
or denied by the Articles of Incorporation, as amended from time to time. At any
meeting of the shareholders,  every shareholder having the right to vote will be
entitled to vote in person or by proxy  executed in writing by such  shareholder
and bearing a date not more than six (6) months prior to such meeting, unless it
is coupled with an  interest,  or unless such  instrument  provides for a longer
period,  which may not exceed 7 years from the date of its creation. A telegram,
telex, cablegram or similar transmission by the shareholder,  or a photographic,
photostatic,  facsimile  or similar  reproduction  of a writing  executed by the
shareholder,  shall be treated as an  execution  in writing for  purposes of the
preceding  sentence.  Subject to these restrictions every properly created proxy


                                       2
<PAGE>

is not  revoked  and shall  continue  in full  force and  effect  until  another
instrument  or  transmission  revoking it or a properly  created proxy bearing a
later date is filed with or  transmitted  to the  Secretary of the  Corporation.
Such proxy will be filed with the  Secretary of the  Corporation  prior to or at
the time of the meeting. Voting for Directors will be in accordance with Article
III of these  Bylaws.  Voting on any question or in any election may be by voice
vote or show of hands unless the  presiding  officer  orders or any  shareholder
demands that voting be by written ballot.

     Section 2.9 Record Date; Closing Transfer Books. The Board of Directors may
fix in  advance  a  record  date for the  purpose  of  determining  shareholders
entitled to notice of or to vote at a meeting of shareholders,  such record date
to be not  less  than  ten (10) nor more  than  sixty  (60)  days  prior to such
meeting,  or the Board of Directors may close the stock  transfer books for such
purpose  for a period of not less than ten (10) nor more  than  sixty  (60) days
prior to such  meeting.  In the absence of any action by the Board of Directors,
the date upon which the notice of the meeting is mailed will be the record date.

     Section  2.10 Action by Consent.  Except as  prohibited  by law, any action
required or permitted by law, the Articles of  Incorporation  or these Bylaws to
be  taken at a  meeting  of the  shareholders  of the  Corporation  may be taken
without a meeting if a consent or consents in writing,  setting forth the action
so taken, is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and will be delivered to the Corporation by delivery to its registered office in
Nevada,  its  principal  place  of  business  or an  officer  or  agent  of  the
Corporation having custody of the minute book.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 3.1 Management. The business and affairs of the Corporation will be
managed by or under the  direction of the Board of  Directors,  who may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law, the Articles of  Incorporation  or these Bylaws directed or required
to be exercised or done by the shareholders.

     Section 3.2 Qualification;  Election; Term. Each Director must be a natural
person at least 18 years of age. None of the Directors  need be a shareholder of
the  Corporation  or a resident of the State of Nevada.  The  Directors  will be
elected by plurality vote at the annual meeting of the  shareholders,  except as
hereinafter provided, and each Director elected will hold office until whichever
of the following  occurs  first:  his  successor is elected and  qualified,  his
resignation, his removal from office by the shareholders or his death.

     Section 3.3 Number.  The number of Directors of the Corporation  will be at
least one (1) and not more than eleven (11). The number of Directors  authorized
will be fixed as the  Board of  Directors  may from time to time  designate.  No
decrease in the number of Directors  will have the effect of shortening the term
of any incumbent Director.

     Section 3.4  Removal.  Any  Director  may be removed  either for or without
cause at any special  meeting of  shareholders  by the  affirmative  vote of the
shareholders  representing  not less than  two-thirds of the voting power of the
issued and outstanding stock entitled to voting power; provided,  that notice of
intention  to act upon such  matter has been given in the  notice  calling  such
meeting.


                                       3
<PAGE>


     Section 3.5 Vacancies.  All 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, unless provided
for in the Articles of Incorporation.  A Director elected to fill a vacancy will
be elected for the unexpired term of his predecessor in office.

     Section 3.6 Place of Meetings. Meetings of the Board of Directors,  regular
or special,  may be held at such place  within or without the State of Nevada or
the  United  States of America as may be fixed from time to time by the Board of
Directors.

     Section 3.7 Annual  Meeting.  The first meeting of each newly elected Board
of Directors  will be held without  further  notice  immediately  following  the
annual  meeting  of  shareholders  and at the same  place,  unless by  unanimous
consent, the Directors then elected and serving shall change such time or place.

     Section 3.8 Regular  Meetings.  Regular  meetings of the Board of Directors
may be held  without  notice  at such  time and  place  as is from  time to time
determined by resolution of the Board of Directors.

     Section 3.9 Special  Meetings.  Special  meetings of the Board of Directors
may be called by the President on oral or written notice to each Director, given
either personally,  by telephone,  by telegram or by mail; special meetings will
be called by the President or the Secretary in like manner and on like notice on
the written  request of at least two (2)  Directors.  Except as may be otherwise
expressly  provided by law,  the  Articles  of  Incorporation  or these  Bylaws,
neither  the  business  to be  transacted  at, nor the  purpose  of, any special
meeting need be specified in a notice or waiver of notice.

     Section 3.10 Quorum. At all meetings of the Board of Directors the presence
of a majority of the number of Directors  then in office will be  necessary  and
sufficient  to  constitute a quorum for the  transaction  of  business,  and the
affirmative vote of at least a majority of the Directors  present at any meeting
at which there is a quorum will be the act of the Board of Directors,  except as
may be otherwise  specifically provided by law, the Articles of Incorporation or
these  Bylaws.  If a  quorum  is not  present  at any  meeting  of the  Board of
Directors,  the Directors  present  thereat may adjourn the meeting from time to
time without notice other than  announcement  at the meeting,  until a quorum is
present.

     Section 3.11 Interested  Directors.  No contract or transaction between the
Corporation  and  one or more of its  Directors  or  officers,  or  between  the
Corporation  and  any  other  corporation,  partnership,  association  or  other
organization in which one or more of the Corporation's Directors or officers are
Directors  or officers or have a  financial  interest,  will be void or voidable
solely for this reason,  solely because the Director or officer is present at or
participates in the meeting of the Board of Directors or committee  thereof that
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose,  if: (i) the material facts as to his  relationship or


                                       4
<PAGE>

interest and as to the contract or transaction are disclosed or are known to the
Board of Directors or the committee,  and the Board of Directors or committee in
good faith  authorizes the contract or transaction by the affirmative  vote of a
majority of the disinterested Directors, even though the disinterested Directors
be less  than a  quorum,  (ii)  the  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
shareholders  entitled  to vote  thereon,  and the  contract or  transaction  is
specifically  approved  in good faith by vote of the  shareholders  or (iii) the
contract  or  transaction  is fair as to the  Corporation  as of the  time it is
authorized,  approved or ratified by the Board of Directors, a committee thereof
or  the  shareholders.   Common  or  interested  Directors  may  be  counted  in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee that authorizes the contract or transaction.

     Section 3.12 Committees.  The Board of Directors may, by resolution  passed
by a majority  of the entire  Board of  Directors,  designate  committees,  each
committee  to consist of one (1) or more  Directors  of the  Corporation,  which
committees will have such power and authority and will perform such functions as
may be provided in such resolution.  Such committee or committees will have such
name or names as may be  designated  by the  Board of  Directors  and will  keep
regular  minutes  of their  proceedings  and  report  the  same to the  Board of
Directors when required.

     Section  3.13 Action by Consent.  Any action  required or  permitted  to be
taken at any meeting of the Board of Directors or any  committee of the Board of
Directors  may be taken  without  such a meeting  if a consent  or  consents  in
writing,  setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be.

     Section  3.14  Compensation  of  Directors.  Directors  will  receive  such
compensation  for their  services and  reimbursement  for their  expenses as the
Board of Directors, by resolution,  may establish;  provided that nothing herein
contained   will  be  construed  to  preclude  any  Director  from  serving  the
Corporation in any other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                     NOTICE

     Section 4.1 Form of Notice.  Whenever by law, the Articles of Incorporation
or these Bylaws,  notice is to be given to any Director or  shareholder,  and no
provision  is made as to how such  notice is to be  given,  such  notice  may be
given: (i) in writing,  by mail, postage prepaid,  addressed to such Director or
shareholder  at such address as appears on the books of the  Corporation or (ii)
in any other method  permitted  by law.  Any notice  required or permitted to be
given by mail will be deemed  to be given at the time the same is  deposited  in
the United States mail.

     Section  4.2  Waiver.  Whenever  any notice is  required to be given to any
shareholder  or Director of the  Corporation as required by law, the Articles of
Incorporation  or these Bylaws, a waiver thereof in writing signed by the person
or persons  entitled to such notice,  whether before or after the time stated in
such notice,  will be equivalent  to the giving of such notice.  Attendance of a
shareholder or Director at a meeting will  constitute a waiver of notice of such
meeting,  except  where such  shareholder  or  Director  attends for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  on the  ground  that the  meeting  has not  been  lawfully  called  or
convened.


                                       5
<PAGE>


                                    ARTICLE V

                               OFFICERS AND AGENTS

     Section 5.1 In General.  The officers of the Corporation will be elected by
the Board of Directors  and will be a President,  Secretary and  Treasurer.  The
Board of Directors may also elect a Chairman of the Board,  Vice Chairman of the
Board,  Vice Presidents,  Assistant Vice Presidents,  Assistant  Secretaries and
Assistant  Treasurers.  Any  two  (2) or more  offices  may be held by the  same
person.

     Section 5.2 Election.  The Board of  Directors,  at its first meeting after
each annual meeting of shareholders,  will elect the officers, none of whom need
be a member of the Board of Directors.

     Section 5.3 Other  Officers  and Agents.  The Board of  Directors  may also
elect and appoint such other officers and agents as it deems necessary, who will
be elected  and  appointed  for such  terms and will  exercise  such  powers and
perform  such  duties  as may be  determined  from  time to time by the Board of
Directors.

     Section 5.4  Compensation.  The  compensation of all officers and agents of
the Corporation  will be fixed by the Board of Directors or any committee of the
Board of Directors, if so authorized by the Board of Directors.

     Section 5.5 Term of Office and  Removal.  Each  officer of the  Corporation
will hold office until his death, his resignation or removal from office, or the
election and qualification of his successor, whichever occurs first. Any officer
or agent  elected or appointed  by the Board of Directors  may be removed at any
time, for or without cause, by the affirmative  vote of a majority of the entire
Board of Directors,  but such removal will not prejudice the contract rights, if
any, of the person so removed.  If the office of any officer  becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

     Section 5.6  Employment  and Other  Contracts.  The Board of Directors  may
authorize  any officer or officers or agent or agents to enter into any contract
or  execute  and  deliver  any  instrument  in  the  name  or on  behalf  of the
Corporation,  and  such  authority  may  be  general  or  confined  to  specific
instances.  The Board of  Directors  may,  when it believes  the interest of the
Corporation  will  best  be  served  thereby,   authorize  executive  employment
contracts that contain such terms and conditions as the Board of Directors deems
appropriate.  Nothing  herein will limit the authority of the Board of Directors
to authorize employment contracts for shorter terms.

     Section 5.7 Chairman of the Board of  Directors.  If the Board of Directors
has  elected a Chairman  of the Board,  he will  preside at all  meetings of the
shareholders  and the Board of  Directors.  Except where by law the signature of
the  President  is  required,  the  Chairman  will  have the  same  power as the
President  to sign all  certificates,  contracts  and other  instruments  of the
Corporation.  During the absence or  disability of the  President,  the Chairman
will exercise the powers and perform the duties of the President.

     Section 5.8 President. The President will be the Chief Executive Officer of
the  Corporation,  unless  another  person is elected to serve in such capacity,
and,  subject  to the  control of the Board of  Directors,  will  supervise  and


                                       6
<PAGE>

control all of the  business  and affairs of the  Corporation.  He will,  in the
absence  of  the  Chairman  of  the  Board,  preside  at  all  meetings  of  the
shareholders and the Board of Directors.  The President will have all powers and
perform all duties  incident to the office of President and will have such other
powers and perform such other duties as the Board of Directors  may from time to
time prescribe.

     Section 5.9 Vice  Presidents.  Each Vice  President will have the usual and
customary  powers and perform  the usual and  customary  duties  incident to the
office of Vice President, and will have such other powers and perform such other
duties as the Board of Directors or any committee  thereof may from time to time
prescribe  or as the  President  may from time to time  delegate  to him. In the
absence or disability  of the  President  and the Chairman of the Board,  a Vice
President  designated  by the  Board of  Directors,  or in the  absence  of such
designation the Vice Presidents in the order of their seniority in office,  will
exercise the powers and perform the duties of the President.

     Section  5.10  Secretary.  The  Secretary  will attend all  meetings of the
shareholders  and record all votes and the minutes of all  proceedings in a book
to be kept for that  purpose.  The  Secretary  will  perform like duties for the
Board of Directors and  committees  thereof when  required.  The Secretary  will
give,  or cause to be given,  notice of all  meetings  of the  shareholders  and
special  meetings of the Board of  Directors.  The  Secretary  will keep in safe
custody the seal of the Corporation. The Secretary will be under the supervision
of the  President.  The  Secretary  will have such other powers and perform such
other duties as the Board of Directors may from time to time prescribe or as the
President may from time to time delegate to him.

     Section 5.11 Assistant Secretaries.  The Assistant Secretaries in the order
of their  seniority  in  office,  unless  otherwise  determined  by the Board of
Directors,  will, in the absence or disability  of the  Secretary,  exercise the
powers and perform the duties of the Secretary. They will have such other powers
and perform such other  duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to them.

     Section 5.12  Treasurer.  The Treasurer  will have  responsibility  for the
receipt and  disbursement of all corporate funds and securities,  will keep full
and accurate  accounts of such receipts and  disbursements,  and will deposit or
cause to be deposited 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 will render to the Directors whenever they may
require it an account of the operating  results and  financial  condition of the
Corporation,  and will have such other  powers and perform  such other duties as
the Board of Directors  may from time to time  prescribe or as the President may
from time to time delegate to him.

     Section 5.13 Assistant Treasurers. The Assistant Treasurers in the order of
their  seniority  in  office,  unless  otherwise  determined  by  the  Board  of
Directors,  will, in the absence or disability  of the  Treasurer,  exercise the
powers and perform the duties of the Treasurer. They will have such other powers
and perform such other  duties as the Board of  Directors  may from time to time
prescribe or as the President may from time to time delegate to them.

     Section  5.14  Bonding.  The  Corporation  may secure a bond to protect the
Corporation from loss in the event of defalcation by any of the officers,  which
bond may be in such  form  and  amount  and with  such  surety  as the  Board of
Directors may deem appropriate.


                                       7
<PAGE>


                                   ARTICLE VI

                        CERTIFICATES REPRESENTING SHARES

     Section  6.1 Form of  Certificates.  Certificates,  in such  form as may be
determined by the Board of Directors,  representing shares to which shareholders
are entitled,  will be delivered to each shareholder.  Such certificates will be
consecutively  numbered and entered in the stock book of the Corporation as they
are issued.  Each  certificate will state on the face thereof the holder's name,
the  number,  class of shares,  and the par value of such  shares or a statement
that such shares are without par value.  They will be signed by the President or
a Vice President and the Secretary or an Assistant Secretary,  and may be sealed
with the seal of the Corporation or a facsimile  thereof.  If any certificate is
countersigned by a transfer agent, or an assistant  transfer agent or registered
by a registrar,  either of which is other than the Corporation or an employee of
the Corporation, the signatures of the Corporation's officers may be facsimiles.
In case any officer or officers who have signed, or whose facsimile signature or
signatures have been used on such certificate or certificates, ceases to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise,  before such  certificate or certificates  have been delivered by the
Corporation or its agents,  such certificate or certificates may nevertheless be
adopted by the  Corporation  and be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or  signatures  have been used  thereon  had not  ceased to be such  officer  or
officers of the Corporation.

     Section 6.2 Lost Certificates. The Board of Directors may direct that a new
certificate  be issued  in place of any  certificate  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 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 require the owner of such lost or  destroyed  certificate,  or his
legal  representative,  to  advertise  the same in such manner as it may require
and/or to give the  Corporation a bond, in such form, in such sum, and with such
surety or sureties as it may direct as  indemnity  against any claim that may be
made against the  Corporation  with respect to the  certificate  alleged to have
been lost or destroyed.  When a certificate has been lost,  apparently destroyed
or wrongfully  taken,  and the holder of record fails to notify the  Corporation
within a reasonable time after such holder has notice of it, and the Corporation
registers  a  transfer  of the  shares  represented  by the  certificate  before
receiving such  notification,  the holder of record is precluded from making any
claim against the Corporation for the transfer of a new certificate.

     Section 6.3 Transfer of Shares.  Shares of stock will be transferable  only
on the  books of the  Corporation  by the  holder  thereof  in person or by such
holder's duly  authorized  attorney.  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,  it will be the duty of the  Corporation  or the transfer
agent of the  Corporation  to issue a new  certificate  to the  person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

     Section 6.4 Registered  Shareholders.  The Corporation  will be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly,  will 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 has  express or other  notice  thereof,  except as  otherwise
provided by law.


                                       8
<PAGE>


                                   ARTICLE VII

                               GENERAL PROVISIONS

     Section  7.1  Dividends.  Dividends  upon  the  outstanding  shares  of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared  by the Board of  Directors  at any regular or special  meeting.
Dividends  may be declared and paid in cash,  in  property,  or in shares of the
Corporation,  subject to the  provisions  of  Chapter  78 of the Nevada  Revised
Statutes and the Articles of  Incorporation.  The Board of Directors  may fix in
advance a record date for the purpose of  determining  shareholders  entitled to
receive payment of any dividend, such record date to be not more than sixty (60)
days prior to the payment date of such  dividend,  or the Board of Directors may
close the stock  transfer  books for such  purpose for a period of not more than
sixty (60) days prior to the payment  date of such  dividend.  In the absence of
any action by the Board of Directors, the date upon which the Board of Directors
adopts the resolution declaring such dividend will be the record date.

     Section 7.2  Reserves.  There may be created by  resolution of the Board of
Directors out of the surplus of the Corporation  such reserve or reserves as the
Directors  from time to time,  in their  discretion,  deem proper to provide for
contingencies,  or to equalize dividends,  or to repair or maintain any property
of the  Corporation,  or for  such  other  purpose  as the  Directors  may  deem
beneficial to the Corporation,  and the Directors may modify or abolish any such
reserve in the manner in which it was created. Surplus of the Corporation to the
extent so reserved  will not be available  for the payment of dividends or other
distributions by the Corporation.

     Section 7.3 Telephone  and Similar  Meetings.  Shareholders,  Directors and
committee  members may  participate  in and hold meetings by means of conference
telephone or similar communications equipment by which all persons participating
in the  meeting  can hear  each  other.  Participation  in such a  meeting  will
constitute presence in person at the meeting, except where a person participates
in the meeting for the express  purpose of  objecting,  at the  beginning of the
meeting,  to the  transaction of any business on the ground that the meeting had
not been lawfully called or convened.

     Section  7.4 Books and  Records.  The  Corporation  will keep  correct  and
complete  books and  records of account and  minutes of the  proceedings  of its
shareholders and Board of Directors,  and will keep at its registered  office or
principal  place  of  business,  or at the  office  of  its  transfer  agent  or
registrar,  a record of its shareholders,  giving the names and addresses of all
shareholders and the number and class of the shares held by each.

     Section 7.5 Fiscal Year. The fiscal year of the  Corporation  will be fixed
by resolution of the Board of Directors.

     Section 7.6 Seal.  The  Corporation  may have a seal,  and such seal may be
used by  causing  it or a  facsimile  thereof  to be  impressed  or  affixed  or
reproduced or otherwise.  Any officer of the Corporation  will have authority to
affix the seal to any document requiring it.


                                       9
<PAGE>


     Section 7.7  Indemnification.  The Corporation will indemnify its Directors
to the fullest extent permitted by the Chapter 78 of the Nevada Revised Statutes
and may, if and to the extent authorized by the Board of Directors, so indemnify
its officers  and any other  person whom it has the power to  indemnify  against
liability, reasonable expense or other matter whatsoever.

     Section 7.8 Insurance.  The  Corporation may at the discretion of the Board
of Directors  purchase and maintain  insurance on behalf of the  Corporation and
any person whom it has the power to  indemnify  pursuant to law, the Articles of
Incorporation, these Bylaws or otherwise.

     Section  7.9  Resignation.  Any  Director,  officer  or agent may resign by
giving written notice to the President or the Secretary.  Such  resignation will
take effect at the time specified therein or immediately if no time is specified
therein.  Unless otherwise specified therein, the acceptance of such resignation
will not be necessary to make it effective.

     Section 7.10 Amendment of Bylaws.  These Bylaws may be altered,  amended or
repealed at any meeting of the Board of  Directors at which a quorum is present,
by the affirmative vote of a majority of the Directors present at such meeting.

     Section  7.11  Invalid  Provisions.  If any  part of these  Bylaws  is held
invalid or inoperative for any reason,  the remaining  parts, so far as possible
and reasonable, will be valid and operative.

     Section  7.12  Relation  to  Articles of  Incorporation.  These  Bylaws are
subject to, and governed by, the Articles of Incorporation.


Adopted March 1, 2004.






                                       10

</TEXT>
</DOCUMENT>
