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EXHIBIT 3.2
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	BYLAWS
	OF
	USURF AMERICA, INC.

	ARTICLE I - OFFICE AND REGISTERED AGENT

	The principal office of the Corporation in the State of Nevada shall be
located at 502 East John, Carson City, Nevada 89706.  The Corporation may
maintain such other offices, within or without the State of Nevada, as the
Board of Directors may from time to time designate.  The location of the
principal office may be changed by the Board of Directors.  The name of the
registered agent of the Corporation in the State of Nevada at its principal
office is CSC Services of Nevada, Inc.

	ARTICLE II - SHAREHOLDERS' MEETINGS

	Section 2.1.  Annual Meetings.  The annual meeting of the shareholders of
the Corporation shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these Bylaws.  The meeting
shall be held on the first Tuesday of December of each year.  If such day
is a legal holiday, the meeting shall be on the next business day.  This
meeting shall be for the election of directors and for the transaction of
such other business as may properly come before it.

	In the event that such annual meeting is omitted by oversight or otherwise
on the date herein provided for, the directors shall cause a meeting in
lieu thereof to be held as soon thereafter as conveniently may be, and any
business transacted or elections held at such meeting shall be as valid as
if transacted or held at the annual meeting.  If the election of directors
shall not be held on the date designated herein for any annual meeting of
shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of shareholders as soon
thereafter as may conveniently be called.  Such subsequent meeting shall be
called in the same manner as is provided for the annual meeting of
shareholders.

	Section 2.2.  Special Meetings.  Special meetings of shareholders, other
than those regulated by statute, may be called at any time by the
President, or by a majority of the directors, and must be called by the
President upon written request of the holders of not less than 10% of the
issued and outstanding shares entitled to vote at such special meeting.

	Section 2.3.  Notice of Shareholders' Meetings.  The President, Vice
President or Secretary shall give written notice stating the place, day and
hour of the meeting, and in the case of a special meeting the purpose or
purposes for which the meeting is called, which shall be delivered not less
than ten nor more than fifty days before the day of the meeting, either
personally or by mail 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 books of the Corporation, with postage thereon
prepaid.

	Any meeting of which all shareholders shall at any time waive or have
waived notice in writing shall be a legal meeting for the transaction of
business notwithstanding that notice has not been given as hereinbefore
provided.

	Section 2.4.  Waiver of Notice.  Whenever any notice whatever is required
to be given by these Bylaws, or the Articles of Incorporation, or by any of
the Corporation Laws of the State of Nevada, a shareholder may waive the
notice of meeting by attendance, either in person or by proxy, at the
meeting, or by so stating in writing, either before or after such meeting.
Attendance at a meeting for the express purpose of objecting that the
meeting was not lawfully called or convened shall not, however, constitute
a waiver of notice.


	Section 2.5.  Place of Meeting.  The Board of Directors may designate any
place, either within or without the State of Nevada, as the place of
meeting for any annual meeting or for any special meeting called by the
Board of Directors.  If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of
the Corporation.

	Section 2.6.  Closing of Transfer Books or Fixing Record Date.  For the
purpose of determining shareholders entitled to notice or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders
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 of the Corporation may provide that the stock transfer books
shall be closed for a period not to exceed in any case 50 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 shareholders,
such books shall be closed for at least 10 days immediately preceding the
date determined to be the date of record.  In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any
case to be not more than 50 days and in case of a meeting of shareholders
not less than 10 days prior to the date on which the particular action
requiring such determination of shareholders is to be taken.  If the stock
transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice or to vote at a meeting of
shareholders or shareholders 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 deemed the date of record for such determination of
shareholders.  When a determination of persons entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.

	Section 2.7.  Quorum of Shareholders.  Except as herein provided and as
otherwise provided by law, at any meeting of shareholders a majority in
interest of all the shares issued and outstanding represented by
shareholders of record in person or by proxy shall constitute a quorum, but
a less interest may adjourn any meeting and the meeting may be held as
adjourned without further notice; provided; however, that directors shall
not be elected at the meeting so adjourned.  When a quorum is present at
any meeting, a majority in interest of the shares represented is one upon
which the express provision of law or of the Articles of Incorporation or
of these Bylaws a larger or different vote is required, in which case such
express provision shall govern and control the decision of such question.

	Section 2.8.  Voting Lists.  The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make 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 shall be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder, for any purpose germane to the meeting,
during the whole time of the meeting.  The original stock 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.

	Section 2.9.  Voting.  A holder of an outstanding share entitled to  vote
at a meeting may vote at such meeting in person or by proxy.  Except as may
otherwise be provided in the Articles of Incorporation, every shareholder
shall be entitled to one vote for each share standing in his name on the
record of shareholders.  Except as herein or in the Articles of
Incorporation otherwise provided, all corporate action shall be determined
by a majority of the votes cast at a meeting of shareholders by the holders
of shares entitled to vote thereon.

	Section 2.10.  Proxies.  At all meetings of shareholders, a shareholder
may vote in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney in fact.  Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting.  No
proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.

	Section 2.11.  Informal Action by Shareholders.   Any action required to
be taken at a meeting of the shareholders, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by a
majority of the shareholders entitled to vote with respect to the subject
matter thereof, provided that if any greater proportion and voting power is
required for such action, then such greater proportion of written consents
shall be required.

	ARTICLE III - BOARD OF DIRECTORS

	Section 3.1.  General Powers.  The business and affairs of the Corporation
shall be managed by its Board of Directors.  The Board of Directors may
adopt such rules and regulations for the conduct of their meetings and the
management of the Corporation as they deem proper.

	Section 3.2.  Number, Tenure and Qualifications.  The number of directors
for the Board of Directors of the Corporation shall be not less than two
nor more than ten.  Each director shall hold office until the next annual
meeting of shareholders and until his successor shall have been elected and
qualified.   Directors need not be residents of the State of Nevada or
shareholders of the Corporation.

	Section 3.3.  Election of Board of Directors.  The Board of Directors
shall be chosen by ballot at the annual meeting of shareholders or at any
meeting held in place thereof as provided by law.

	Section 3.4.  Regular Meetings.  A regular meeting of the Board of
Directors shall be held without other notice than by this Bylaw,
immediately following and at the same place as the annual meeting of the
shareholders.  The Board of Directors may provide by resolution the time
and place for the holding of additional regular meetings without other
notice than this resolution.

	Members of the Board of Directors may participate in a meeting of the
Board by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other and
participation in a meeting under this subsection shall constitute presence
in person at the meeting, pursuant to Nevada Revised Statute, Section 78.315.

	Section 3.5.  Special Meetings.  Special meetings of the Board of
Directors may be called by order of the Chairman of the Board, the
President or by one-third of the directors.  The Secretary shall give
notice of the time, place and purpose or purposes of each special meeting
by mailing the same at least two days before the meeting or by telephoning
or telecopying or wiring the same at least one day before the meeting to
each director.

	Section 3.6.  Waiver of Notice.  Whenever any notice whatever is required
to be given by these Bylaws, or the Articles of Incorporation of the
Corporation, or by any of the Corporation Laws of the State of Nevada, a
director may waive the notice of meeting by attendance in person at the
meeting, or by so stating in writing, either before or after such meeting.
Attendance at a meeting for the express purpose of objecting that the
meeting was not lawfully called or convened shall not, however, constitute
a waiver of notice.

	Section 3.7.  Quorum.  A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting from time to time until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without further
notice.  At any meeting at which every director shall be present, even
though without any notice, any business may be transacted.

	Section 3.8.  Manner of Acting.  At all meetings of the Board of
Directors, each director shall have one vote.  The act of a majority
present at a meeting shall be the act of the board of Directors, provided a
quorum is present.  Any action required to be taken or which may be taken
at a meeting of the directors may be taken without a meeting if a consent
in writing setting forth the action so taken shall be signed by all the
directors.  The directors may conduct a meeting by means of a conference
telephone or any similar communication equipment by which all persons
participating in the meeting can hear each other.

	Section 3.9.  Powers of Directors.  The Board of Directors shall have the
responsibility for the entire management of the business of the
Corporation.  In the management and control of the property, business and
affairs of the Corporation the Board of Directors is hereby vested with all
of the powers possessed by the Corporation itself so far as this delegation
of authority is not inconsistent with the laws of the State of Nevada and
with the Articles of Incorporation or with these Bylaws.  The Board of
Directors shall have the power to determine what constitutes net earnings,
profits and surplus, respectively, and what amounts shall be reserved for
working capital and for any other purpose and what amounts shall be
declared as dividends, and such determination by the Board of Directors
shall be final and conclusive.

	Section 3.10.  Vacancies.  A vacancy in the Board of Directors shall be
deemed to exist in case of death, resignation or removal of any director,
or if the authorized number of directors be increased, or if the
shareholders fail at any meeting of shareholders at which any director is
to be elected, to elect the full authorized number to be elected at that
meeting.

	Any vacancy occurring in the Board of Directors, whether arising from
death, resignation, removal (with or without cause), any increase in the
number of directors or any other reason, may be filled by an affirmative
vote of the majority of the remaining directors, though less than a quorum
of the Board of Directors, or by the shareholders at the next annual
meeting thereof or at a special meeting thereof, and each director so
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.

	Section 3.11.  Removals.  Directors may be removed at any time at a
meeting called expressly for that purpose by a vote of the shareholders
holding a majority of the shares issued and outstanding and entitled to
vote.  Such vacancy shall be filled by the directors then in office, though
less than a quorum, to hold office until the next annual meeting or until
his successor is duly elected and qualified, except that any directorship
to be filled by reason of removal by the shareholders may be filled by
election, by the shareholders, at the meeting at which the director is
removed.  No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

	Section 3.12.  Resignations.  A director may resign at any time by
delivering written notification thereof to the President or Secretary of
the Corporation.  Such resignation shall become effective upon its
acceptance by the Board of Directors;  provided, however, that if the Board
of Directors has not acted thereon within ten days from the date of its
delivery, the resignation shall upon the tenth day be deemed accepted.

	Section 3.13.  Presumption of Assent.  A director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting.  Such right
to dissent shall not apply to a director who voted in favor of such action.

	Section 3.14.  Compensation.  By resolution of the Board of Directors, the
directors shall be paid their expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director.  No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

	Section 3.15.  Emergency Power.  When, due to a national disaster or
death, a majority of the directors are incapacitated or otherwise unable to
attend the meetings and function as directors, the remaining members of the
Board of Directors shall have all powers necessary to function as a
complete Board and, for the purpose of doing business and filling
vacancies, shall constitute a quorum until such time as all directors can
attend or vacancies can be filled pursuant to these Bylaws.

	Section 3.16.  Chairman.  The Board of Directors may elect from its own
number a Chairman of the Board, who shall preside at all meetings of the
Board of Directors, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors.

	ARTICLE IV - OFFICERS

	Section 4.1.  Number.  The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, each
of whom shall be elected by a majority of the Board of Directors.  Such
other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors.  In its discretion, the
Board of Directors may leave unfilled for any such period as it may
determine any office except those of President and Secretary.  Any two or
more offices may be held by the same person.  Officers may or may not be
directors or shareholders of the Corporation.

	Section 4.2.  Election and Term of Office.  The officers of the
Corporation are to be elected by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient.
Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

	Section 4.3.  Resignation.  Any officer may resign at any time by
delivering a written resignation either to the President or to the
Secretary.  Unless otherwise specified therein, such resignation shall take
effect upon delivery.

	Section 4.4.  Removal.  Any officer or agent may be removed by the Board
of Directors whenever in its judgment 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.  Election or appointment
of an officer or agent shall not of itself create contract rights.  Any
such removal shall require a majority vote of the Board of Directors,
exclusive of the officer in question if he is also a director.

	Section 4.5.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or if a new office
shall be created, may be filled by the Board of Directors for the unexpired
portion of the term.

	Section 4.6.  President.  The President shall be the chief executive and
administrative officer of the Corporation.  He shall preside at all
meetings of the shareholders and, in the absence of the Chairman of the
Board, at meetings of the Board of Directors.  He shall exercise such
duties as customarily pertain to the office of President and shall have
general and active supervision over the property, business and affairs of
the Corporation and over its several officers.  He may appoint officers,
agents or employees other than those appointed by the Board of Directors.
He may sign, execute and deliver in the name of the Corporation, powers of
attorney, certificates of stock, contracts, bonds, deeds, mortgages and
other obligations and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.

	Section 4.7.  Vice President.  The Vice President shall have such powers
and perform such duties as may be assigned to him by the Board of Directors
or the President.  In the absence or disability of the President, the Vice
President designated by the board or the President shall perform the Duties
and exercise the powers of the President.  In the event there is more than
one Vice President and the Board of Directors has not designated which Vice
President is to act as President, then the Vice President who was elected
first shall act as President.  A Vice President may sign and execute
contracts and other obligations pertaining to the regular course of his
duties.

	Section 4.8.  Secretary.  The Secretary shall keep the minutes of all
meetings of the shareholders and of the Board of Directors and to the
extent ordered by the Board of Directors or the President, the minutes of
meetings of all committees.  He shall cause notice to be given of the
meetings of shareholders, of the Board of Directors and of any committee
appointed by the board.  He shall have custody of the corporate seal and
general charge of the records, documents and papers of the Corporation not
pertaining to the performance of the duties vested in other officers, which
shall at all reasonable times be open to the examination of any director.
He may sign or execute contracts with the President or Vice President
thereunto authorized in the name of the Corporation and affix the seal of
the Corporation thereto.  He shall perform such other duties as may be
prescribed from time to time by the board of Directors or by the Bylaws.
He shall be sworn to the faithful discharge of his duties.  Assistant
Secretaries shall assist the Secretary and shall keep and record such
minutes of meetings as shall be directed by the Board of Directors.

	Section 4.9.  Treasurer.  The Treasurer shall have general custody of the
collection and disbursement of funds of the Corporation for collection of
checks, notes, and other obligations, and shall deposit the same to the
credit of the Corporation in such bank or banks or depositories as the
Board of Directors may designate.  He may sign, with the President, or such
other persons as may be designated for the purpose by the Board of
Directors, all bills of exchange or promissory notes of the Corporation.
He shall enter or cause to be entered regularly in the books of the
Corporation full and accurate accounts of all monies received and paid by
him on account of the Corporation;  shall at all reasonable times exhibit
his books and accounts to any director of the Corporation upon application
at the office of the Corporation during business hours;  and, whenever
required by the Board of Directors or the President, shall render a
statement of his accounts.  He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.

	Section 4.10.  General Manager.  The Board of Directors may employ and
appoint a General Manager who may, or may not, be one of the officers or
directors of the Corporation.  If employed by the Board of Directors he
shall be the chief operating officer of the Corporation and, subject to the
directions of the Board of Directors, shall have general charge of the
business operations of the Corporation and general supervision over its
employees and agents.  He shall have the exclusive management of the
business of the Corporation and of all of its dealings, but at all times
subject to the control of the Board of Directors.  Subject to the approval
of the Board of Directors or the executive committee, he shall employ all
employees of the Corporation, or delegate such employment to subordinate
officers, or such division officers, or such division chiefs, and shall
have authority to discharge any person so employed.  He shall make a
quarterly report to the President and directors, or more often if required
to do so, setting forth the result of the operations under his charge,
together with suggestions looking to the improvement and betterment of the
condition of the Corporation, and to perform such other duties as the Board
of Directors shall require.

	Section 4.11.  Officers.  Other officers shall perform such duties and
have such powers as may be assigned to them by the Board of Directors.

	Section 4.12.  Salaries.  The salaries or other compensation of the
officers of the Corporation shall be fixed from time to time by the Board
of Directors except that the Board of Directors may delegate to any person
or group of persons the power to fix the salaries or other compensation of
any subordinate officers or agents.  No officer shall be prevented from
receiving any such salary or compensation by reason of the fact that he is
also a director of the corporation.

	Section 4.13.  Surety Bonds.  In case the Board of Directors shall so
require, any officer or agent of the corporation shall execute to the
Corporation a bond in such sums and with sureties as the Board of Directors
may direct, conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the accounting
for all property, monies or securities of the Corporation which may come
into his hands.

	ARTICLE V - COMMITTEES

	Section 5.1.  Executive Committee. The Board of Directors may appoint from
among its members an Executive Committee of not less than two nor more than
seven members, one of whom shall be the President, and shall designate one
or more of its members as alternates to serve as a member or members of the
Executive Committee in the absence of a regular member or members.  The
Board of Directors reserves to itself alone the power to declare dividends,
issue stock, except that the Executive Committee shall have the power to
issue (A) an unlimited number of shares of stock in business and/or asset
acquisition transactions and (B) up to 25,000 shares of stock to an
employee of the corporation, or a subsidiary, in connection with any such
employee's employment, recommend to shareholders any action requiring their
approval, change the membership of any committee at any time, fill
vacancies therein, and discharge any committee either with or without cause
at any time.  Subject to the foregoing limitations, the Executive Committee
shall possess and exercise all other powers of the Board of Directors
during the intervals between meetings.

	Section 5.2.  Other Committees.  The Board of Directors may also appoint
from among its own members such other committees as the Board may
determine, which shall in each case consist of not less than two directors,
and which shall have such powers and duties as shall from time to time be
prescribed by the Board.  The President shall be a member ex officio of
each committee appointed by the Board of Directors.  A majority of the
members of any committee may fix its rules of procedure.

	ARTICLE VI - CONTRACTS, LOANS, DEPOSITS AND CHECKS

	Section 6.1.  Contracts.  The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

	Section 6.2.  Loans.  No loan or advances shall be contracted on behalf of
the Corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of
the Corporation shall be mortgaged, pledged, hypothecated or transferred as
security for the payment of any loan, advance, indebtedness or liability of
the corporation unless and except as authorized by the Board of Directors.
Any such authorization may be general or confined to specific instances.

	Section 6.3.  Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the
Board of Directors may select, or as may be selected by any officer or
agent authorized to do so by the Board of Directors.

	Section 6.4.  Checks and Drafts.  All notes, drafts, acceptances, checks,
endorsements and evidences of indebtedness of the Corporation shall be
signed by such officer or officers or such agent or agents of the
Corporation and in such manner as the Board of Directors from time to time
may determine.  Endorsements for deposit to the credit of the Corporation
in any of its duly authorized depositories shall be made in such manner as
the Board of Directors from time to time may determine.

	Section 6.5.  Bonds and Debentures.  Every bond or debenture issued by the
Corporation shall be evidenced by an appropriate instrument which shall be
signed by the President or a Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation.  The seal may be
facsimile, engraved or printed.  Where such bond or debenture is
authenticated with the manual signature of an authorized officer of the
Corporation or other trustee designated by the indenture of trust or other
agreement under which such security is issued, the signature of any of the
Corporation's officers named thereon may be facsimile.  In case any officer
who signed, or whose facsimile signature has been used on any such bond or
debenture, shall cease to be an officer of the Corporation for any reason
before the same has been delivered by the Corporation, such bond or
debenture may nevertheless be adopted by the Corporation and issued and
delivered as though the person who signed it or whose facsimile signature
has been used thereon had not ceased to be such officer.

	ARTICLE VII - CAPITAL STOCK

	Section 7.1.  Certificates of Shares.  The shares of the Corporation shall
be represented by certificates prepared by the Board of Directors and
signed by the President or aVice President, and by the Secretary, or an
Assistant Secretary, and sealed with the seal of the Corporation or a
facsimile.  The signatures of such 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 itself or one of its
employees.  All certificates for shares shall be consecutively numbered or
otherwise identified.  The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer shall be
cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and indemnity
to the Corporation as the Board may prescribe.

	Section 7.2.  Transfer of Shares.  Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the
holder of record thereof or by his legal representative, who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary
of the Corporation, and on surrender for cancellation of the certificate
for such shares.  The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes.

	Section 7.3.  Transfer Agent and Registrar.  The Board of Directors shall
have power to appoint one or more transfer agents and registrars for the
transfer and registration of certificates of stock of any class, and may
require that stock certificates shall be countersigned and registered by
one or more of such transfer agents and registrars.

	Section 7.4.  Lost or Destroyed Certificates.  The Corporation may issue a
new certificate to replace any certificate theretofore issued by it alleged
to have been lost or destroyed.  The Board of Directors may require the
owner of such a certificate or his legal representatives to give the
Corporation a bond in such sum and with such sureties as the Board of
Directors may direct to indemnify the Corporation and its transfer agents
and registrars, if any, against claims that may be made on account of the
issuance of such new certificates.  A new certificate may be issued without
requiring any bond.

	Section 7.5.  Consideration for Shares.  The capital stock of the
Corporation shall be issued for such consideration, but not less than the
par value thereof, as shall be fixed from time to time by the Board of
Directors.  In the absence of fraud, the determination of the Board of
Directors as to the value of any property or services received in full or
partial payment of shares shall be conclusive.

	Section 7.6.  Registered Shareholders.  The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder
thereof in fact, and shall not be bound to recognize any equitable or other
claim to or on behalf of the Corporation, any and all of the rights and
powers incident to the ownership of such stock at any such meeting, and
shall have power and authority to execute and deliver proxies and consents
on behalf of the Corporation in connection with the exercise by the
Corporation of the rights and powers incident to the ownership of such
stock.  The Board of Directors, from time to time may confer like powers
upon any other person or persons.

	ARTICLE VIII - INDEMNIFICATION

	Section 8.1.  Indemnification.  No officer or director shall be personally
liable for any obligations arising out of any acts or conduct of said
officer or director performed for or on behalf of the Corporation.  The
Corporation shall and does hereby indemnify and hold harmless each person
and his heirs and administrators who shall serve at any time hereafter as a
director or officer of the Corporation from and against any and all claims,
judgments and liabilities to which such persons shall become subject by
reason of any action alleged to have been heretofore or hereafter taken or
omitted to have been taken by him as such director or officer, and shall
reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim of liability;  including
power to defend such person from all suits as provided for under the
provisions of the Nevada Corporation Laws;  provided, however that no such
person shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his own
gross negligence or willful misconduct.  The rights accruing to any person
under the foregoing provisions of this section shall not exclude any other
right to which he may lawfully be entitled, nor shall anything herein
contained restrict the right of the Corporation to indemnify or reimburse
such person in any proper case, even though not specifically herein
provided for.  The Corporation, its directors, officers, employees and
agents shall be fully protected in taking any action or making any payment
or in refusing so to do in reliance upon the advice of counsel.

	Section 8.2.  Other Indemnification.  The indemnification herein provided
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a
director, officer or employee and shall inure to the benefit of the heirs,
executors and administrators of such a person.

	Section 8.3.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer or
employee of the Corporation, or is or was serving at the request of the
Corporation in such capacity for another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against
him and incurred by him in any capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against liability under the provisions of this Article VIII or the laws of
the State of Nevada.

	Section 8.4.  Settlement by Corporation.  The right of any person to be
indemnified shall be subject always to the right of the Corporation by its
Board of Directors, in lieu of such indemnity, to settle any such claim,
action, suit or proceeding at the expense of the Corporation by the payment
of the amount of such settlement and the costs and expenses incurred in
connection therewith.

	ARTICLE IX - AMENDMENTS

	These Bylaws may be altered, amended, repealed, or added to by the
affirmative vote of the holders of a majority of the shares entitled to
vote in the election of any director at an annual meeting or at a special
meeting called for that purpose, provided that a written notice shall have
been sent to each shareholder of record entitled to vote at such meetings
at least ten days before the date of such annual or special meetings, which
notice shall state the alterations, amendments, additions, or changes which
are proposed to be made in such Bylaws.  Only such changes shall be made as
have been specified in the notice.  The Bylaws may also be altered,
amended, repealed, or new Bylaws adopted by a majority of the entire Board
of Directors at any regular or special meeting.  Any Bylaws adopted by the
Board may be altered, amended, or repealed by a majority of the
shareholders entitled to vote.

	ARTICLE X - FISCAL YEAR

	The fiscal year of the Corporation shall be December 31, and may be varied
by resolution of the Board of Directors.

	ARTICLE XI - DIVIDENDS

	The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the unreserved and unrestricted
earned surplus of the Corporation except the directors may declare
dividends in accordance with the laws of the State of Nevada.

	ARTICLE XII - CORPORATE SEAL

	The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation.



