BYLAWS
                    OF
           Web Views Corporation
           A Nevada Corporation


                 ARTICLE I
                  OFFICES

SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The Principal
Executive Office of the corporation is hereby fixed at
5114 Lakeshore Road, Burlington, Ontario, Canada.

SECTION 2. REGISTERED OFFICE. The Registered Office of
this corporation shall be in the County of Washoe
State of Nevada.

SECTION 3. OTHER OFFICES. Branch or subordinate
offices may be established by the Board of Directors at such
other places as may be desirable.

               ARTICLE II
              SHAREHOLDERS

SECTION 1. PLACE OF MEETING. Meetings of shareholders
shall be held either at the Principal Executive Office of the
corporation or any other location within or without the State
of  Nevada which may be designated by written consent of all
persons entitled to vote thereat.

SECTION 2. ANNUAL MEETINGS. The annual meeting of
shareholders shall be held on such day and at such time as may
be fixed by the Board; provided, however, that should said day
fall upon a Saturday, Sunday, or legal holiday observed by the
Corporation at its principal executive office, then any such

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meeting of shareholders shall be held at the same time and place
on the next day thereafter ensuing which is a full business day.
At such meetings, directors shall be elected by plurality vote
and any other proper business may be transacted.

SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders may be called for any purpose or purposes permitted
under Chapter 78 of Nevada Revised Statutes at any time by the
Board, the Chairman of the Board, the President, or by the
shareholders entitled to cast not less than twenty-five percent
(25%) of the votes at such meeting. Upon request in writing to the
Chairman of the Board, the President, any Vice-President or the
Secretary, by any person or persons entitled to call a special
meeting of shareholders, the Secretary shall cause notice to be
given to the shareholders entitled to vote, that a special meeting
will be held not less than thirty-five (35) nor more than sixty
(60) days after the date of the notice.

SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written
notice of each annual meeting signed by an officer shall be given
not less than ten (10) nor more than sixty (60) days before the
date of the meeting to each shareholder entitled to vote thereat.
Such notice shall state the place, date and hour of the meeting
and (i) in the case of a special meeting the general nature of
the business to be transacted, or (ii) in the case of the annual
meeting, those matters which the Board, at the time of the
mailing of the notice, intends to present for action by the
shareholders, but, any proper matter may be presented at the
meeting for such action. The notice of any meeting at which
directors are to be elected shall include the names of the
nominees intended, at the time of the notice, to be presented
by management for election.


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Notice of a shareholders' meeting shall be given
either personally or by mail, or, addressed to the shareholder at
the address of such shareholder appearing on the books of the
corporation or if no such address appears or is given, by
publication at least once in a newspaper of general circulation
in Washoe County, Nevada. An affidavit of mailing of any
notice, executed by the Secretary, shall be prima facie evidence of
the giving of the notice.

SECTION 5. QUORUM. A majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders. If a quorum is present,
the affirmative vote of the majority of the shareholders represented
and voting at the meeting on any matter, shall be the act of the
shareholders. Notwithstanding the foregoing, (1) the sale, transfer
and other disposition of substantially all of the corporation's
properties, (2) a merger or consolidation of the corporation
shall require the approval by an affirmative vote of not less than
two-thirds (2/3) of the corporation's issued and
outstanding shares.

SECTION 6. ADJOURNING MEETING AND VOTICE THEREOF. Any
Shareholders' meeting, whether or not a quorum is present, may be
adjourned from time to time. In the absence of a quorum (except
as provided in Section 5 of this Article), no other business may
be transacted at such meeting.

It shall not be necessary to give any notice of the
time and place of the adjourned meeting or of the business to be
transacted thereat, other than by announcement at the meeting at
which such adjournment is taken; provided, however when a
shareholders meeting is adjourned for more than forty-five (45)
days or, if after adjournment a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting shall be
given as in the case of an original meeting.



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SECTION 7. VOTING. The shareholders entitled to notice
of any meeting or to vote at such meeting shall be only persons
in whose name shares stand on the stock record of the
corporation on the record date determined in accordance with
Section 8 of this Article.

SECTION 8. RECORD DATE. The directors may prescribe a
period not exceeding 60 days before any meeting of the
stockholders during which no transfer of stock on the books of
the corporation may be made, or may fix, in advance, a record date
not more than 60 or less than 10 days before the date of
any such meeting as the date if which stockholders entitled to
notice of and to vote at such meetings must be determined. Only
stockholders of record on that day are entitled to notice or to
vote at such a meeting.

If a record date is not fixed, the record date is at the
close of business on the day before the day on which notice is
given or, if notice is waived, at the close of the business day
before the meeting is held. A determination of stockholders of
record entitled to notice of or to vote at a meeting of
stockholders applies to the adjournment of the meeting unless the
board of directors fixes a new record date for the adjourned
meeting. The board of directors must fix a new record date if the
meeting is adjourned to the date more than 60 days later than the
date set for the original meeting.

SECTION 9. CONSENT OF ABSENTEES. The transactions of
any meeting of shareholders, however called and noticed, and
wherever held, are as valid as though had a meeting duly held,
after regular regular call and notice, if quorum is present either in
person or by proxy, and if, either before or after the meeting,
each of the persons entitled to vote not present in person or by
proxy, signs a written waiver of notice, or a consent to the
holding of the meeting or an approval of the minutes thereof.




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All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

SECTION 10. ACTION WITHOUT MEETING. Any action which,
under any provisions of law, may be taken at any annual or
special meeting of shareholders, may be taken without a meeting
and without prior notice of a consent in writing, setting forth
the actions to be taken, shall be signed by the holders of
outstanding shares having not less than the minimum number of
votes that would necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were
present and voted. Unless a record date for voting purposes be
fixed as provided in Section 8 of this Article, the record date
for determining shareholders entitled to give consent pursuant
to this Section 10, when no prior action by the Board has been
taken, shall be the day on which the first written consent is
given.

SECTION 11. PROXIES. Every person entitled to vote
shares has the right to do so either in person or by one or more
persons authorized by a written proxy executed by such
shareholder and filed with the Secretary.

SECTION 12. CONDUCT OF MEETING. The President shall
preside as Chairman at all meetings of the shareholders, unless
another Chairman is elected. The Chairman shall conduct each
such meeting in a businesslike and fair manner, but shall not be
obligated to follow and technical, formal or parliamentary rules
or principles of procedure. The Chairman's ruling on procedural
matters shall be conclusive and binding on all shareholders,
unless at the time ruling a request for a vote is made by a
shareholder entitled to vote and represented in person or by
proxy at the meeting, in which case the decision of majority
of such shares shall be conclusive and binding on all
shareholders. Without limiting the generality of the foregoing,



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the Chairman shall have all the powers usually vested in the
chairman of the meeting of shareholders.

                     ARTICLE III
                      DIRECTORS

SECTION 1. POWERS. Subject to limitation of the Nevada
Revised Statutes, the Articles of Incorporation, of these bylaws,
and of actions required to be approved by the shareholders, the
business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of
the Board. The Board may, as permitted by law, delegate the
management of the day-to-day operation of the business of the
corporation to a management company or other persons or officers
of the corporation provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be
exercised under the ultimate direction of the Board. Without
prejudice to such general powers, it is hereby expressly
declared that the Board shall have the following powers;

(a) To select and remove all the officers, agents
and employees of the corporation, prescribe the powers and
duties for them as may not be inconsistent with law, or with the
Articles of Incorporation or by these bylaws, fix their
compensation, and require from them, if necessary, security for
faithful service.

(b) To conduct, manage, and control the affairs and
business of the corporation and to make such rules and
regulations therefore not inconsistent with law, with the
Articles of Incorporation or these bylaws, as they may deem
best.

(c) To adopt, make and use a corporate seal, and to
prescribe the forms to certificates of stock and to alter the


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form of such seal and such certificates from time to time in
their judgment they deem best.

(d) To authorize the issuance of shares of stock of
the corporation from time to time, upon such terms and for such
consideration as may be lawful.

(e) To borrow money and incur indebtedness for the
purpose of the incorporation, and to cause to be executed and
delivered therefor, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges,
hypothecation or other evidence of debt and securities therefor.

SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of directors shall be up to 9, unless
changed by amendment of the Articles or by a bylaw duly adopted
by approval of the outstanding shares amending this Section 2.

SECTION 3. ELECTION AND TERM OF OFFICE. The directors
shall be elected at each annual meeting of shareholders or by
consent of shareholder in lieu of meeting. But, if any such
annual meeting is not held or the directors are not elected
thereat, the directors may be elected at any special
meeting of shareholders held for that purpose. Each director
shall hold office until the next annual meeting and until a
successor has been elected and qualified.

SECTION 4. CHAIRMAN OF THE BOARD. At the regular
meeting of the Board, the first order of business will be to
select, from its members, a Chairman of the Board whose duties
will be to preside over all board meetings until the next annual
meeting and until a successor has been chosen,

SECTION 5. VACANCIES. Any director may resign
effective upon giving written notice to the Chairman of the



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Board, the President, Secretary, or the Board, unless the notice
specified a later time for the effectiveness of such
resignation. If the resignation is effective at a future time, a
successor may be elected to take office when the resignation
becomes effective.

Vacancies in the Board including those existing as a
result of a removal of a director, shall be filled by the
shareholders at a special meeting, and each director so elected
shall hold office until the next annual meeting and until such
director's successor has been elected and qualified.

A vacancy or vacancies in the Board shall be deemed to
exist in case of the death, resignation or removal of any
director or if the authorized number of directors be increased,
or if the shareholders fail, at any annual or special meeting of
shareholders at which any directors are elected, to elect the
full authorized number of directors to be voted for the meeting.

The Board may declare vacant the office of a director
who has been declared of unsound mind or convicted of a felony
by an order of court.

The shareholders may elect a director or directors at
any time to fill any vacancy or vacancies. Any such election by
written consent requires the consent of a majority of the
outstanding shares entitled to vote. If the Board accepts the
resignation of a director tendered to take effect at a future
time, the shareholder shall have power to elect a successor to
take office when the resignation is to become effective.

No reduction of the authorized number of directors
shall have the effect of removing any director prior to the
expiration of the director's team of office.


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SECTION 6. REMOVAL OF DIRECTORS. Except as otherwise
provided in Chapter 79.335 of the Nevada Revised Statutes, any
director or one or more of the incumbent directors may be removed
from office by the vote of stockholders representing not less than
two-thirds of the voting power of the issued and outstanding stock
entitled to voting power.

SECTION 7. PLACE AND MEETING. Any meeting of the Board
shall be held at any place within or without the State of Nevada
which has such designated from time to time by the Board. In the
absence of such designation meetings shall be held at the
principal executive office of the corporation.

SECTION 8. REGULAR MEETINGS. Immediately following
each annual meeting of shareholders the Board shall hold a
regular meeting for the purpose of organization, selection of a
Chairman of the Board, election of officers, and the transaction
of  other business. Call and notice of such regular meeting is
hereby dispensed with.

SECTION 9. SPECIAL MEETINGS. Special meetings of the
Board for any purpose may be called at any time by the Chairman
of the Board, the President, or the Secretary or by any two
directors.

Special meetings of the Board shall be held upon at
least four (4) days written notice or forty-eight (48) hours
notice given personally or by telephone, telegraph, telex or
other means of communication. Any such notice shall be
addressed or delivered to each director at such director's
address as it is shown upon the records of the Corporation or as
may have been given to the Corporation by the director for the
purpose of notice.

SECTION 10. QUORUM. A majority of the authorized number
of directors then in office constitutes a quorum of the Board for


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the transaction of business, except to adjourn as hereinafter
provided. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board, unless a
different number be required by law or by the Articles of
Incorporation. A meeting at which a quorum is initially present
may continue to transact business notwithstanding the withdrawal
of directors, if any action taken is approved by at least a
majority of the number of directors required as noted above to
constitute a quorum for such meeting.

SECTION 11. PARTICIPATION IN MEETINGS BY CONFERENCE
TELEPHONE. Members of the Board may participate in a meeting
through use of conference telephone or similar communications
equipment, so long as all members participate in such meeting
can hear one another.

SECTION 12. WAIVER OF NOTICE. The transactions of any
meeting of the Board, however called and noticed wherever
held, are as valid as though had at a meeting duly held after
regular call and notice if a quorum be present and if, either
before or after the meeting, each of the directors not present
signs a written waiver of notice, a consent to holding such
meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records
or made part of the minutes of the meeting.

SECTION 13. ADJOURNMENT. A majority of the directors
present, whether or not a quorum is present, may adjourn any
directors' meeting to another time and place. Notice of the time
and place of holding an adjourned meeting need not be given to
absent directors if the time and place be fixed at the meeting
adjourned. If the meeting is adjourned for more than forty-eight
(48) hours, notice of any adjournment to another time or place



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shall be given prior to the time of the adjourned meeting to the
directors who were not present at the time of adjournment.

SECTION 14. FEES AND COMPENSATION. Directors and
members of committees may receive such compensation, if any, for
their services, and such reimbursement for expenses, as may be
fixed or determined by the board.

SECTION 15. ACTION WITHOUT MEETING. Any action
required or permitted to be taken by the Board may be taken
without a meeting if, before or after the action, all members of
the Board shall individually or collectively consent in writing to
such action. Such consent or consents shall have the same effect
as a unanimous vote of the Board and shall be filed with the
minutes of the proceedings of the Board.

SECTION 16. COMMITTEES. The board may appoint one or
more committees, each consisting of two or more directors, and
delegate to such committees any of the authority of the Board
except with respect to:

(a) The approval of any such action which requires
shareholders' approval or approval of the outstanding shares;

(b) The filling of vacancies on the Board or on any
committees;

(c) The fixing of compensation of the directors for
serving on the Board or on any committee;

(d) The amendment or repeal of bylaws or the adoption
of new bylaws;

(e) The amendment or repeal of any resolution of the
Board which by its express terms is not so amendable or
repealable by a committee of the Board;

(f) A distribution to the shareholders of the
corporation.;

(g) The appointment of other committees of the Board
or the members thereof.


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Any such committee must be appointed by resolution
adopted by a majority of the authorized number of directors and
may be designated an Executive Committee or by such other name
as the Board shall specify. The Board shall have the power to
prescribe the manner in which proceedings of any such committee
shall be conducted. Unless the Board or such committee shall
otherwise provide, the regular or special meetings and other
actions of any such committee shall be governed by the
provisions of this Article applicable to meetings and actions of
the Board. Minutes shall be kept of each meeting of each
committee.

                      ARTICLE IV
                       OFFICERS

SECTION 1. OFFICERS. The officers of the corporation
shall be a president, a secretary and a treasurer. The
corporation may also have, at the discretion of the Board, one
or more vice-presidents, one or more assistant vice presidents,
one or more assistant secretaries, one or more assistant
treasurers and such other officers as may be elected or
appointed in accordance with the provisions of Section 3 of this
Article.

SECTION 2. ELECTION. The officers of the corporation,
except such officers as may be elected or appointed in
accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen annually by, and shall serve at the
pleasure of, the Board, and shall hold their respective offices
until their resignation, removal or other disqualification from
service, or until their respective successors shall be elected.

SECTION 3. SUBORDINATE OFFICERS. The Board may elect,
and may empower the President to appoint, such other officers as




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the business of the corporation may require, each of whom shall
hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the Board, or
the President may from time to time direct.

SECTION 4. REMOVAL AND RESIGNATION. Any officer may be
removed , either with or without cause, by the Board of Directors
at any time, or, except in the case of an officer chosen by the
Board, by any officer upon whom such power of removal may be
conferred by the Board.

Any officer may resign at any time by giving written
notice to the corporation. Any such  resignation shall take
effect at the date of the receipt of such notice or at any later
time specified therein.  The acceptance of such resignation shall
be necessary to make it effective.

SECTION 5. VACANCIES. A vacancy of any office because
of death, resignation, removal, disqualification, or any other
cause shall be filled in the manner prescribed by these bylaws
for regular election or appointment to such office.

SECTION 6. PRESIDENT. The President shall be the chief
executive officer and general manager of the Corporation. The
President shall preside at all meetings of the shareholders and,
in the absence of the Chairman of the Board at all meetings of
the Board. The President has the general powers and duties of
management usually vested in the chief executive officer and the
general manager of a corporation and such powers and
duties as may be prescribed by the Board.

SECTION 7. VICE PRESIDENT. In the absence or
disability of the President, the Vice President, in order of
their rank as fixed by the Board or, if not ranked, the Vice





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President designated by the Board, shall perform all the duties
of the President, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the President.
The Vice Presidents shall have such other powers and perform
such other duties as from time to time may be prescribed for
them respectively by the President of the Board.

SECTION 8. SECRETARY. The Secretary shall keep or
cause to be kept, at the Principal Executive Office, and such
other place as the Board may order, a record book of all
meetings of shareholders, the Board, and its committees, with
the time and place of holding, whether regular or special, and
if special, how authorized, the notice thereof given, the names
of those present or represented at shareholders' meetings, and
proceeding thereof. The Secretary shall keep, or cause to be
kept, a copy of the bylaws of the corporation at the Principal
Executive Office of the Corporation.

The Secretary shall keep, or cause to be kept, at the
Principal Executive Office, a share register, or duplicate
share register, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the
number and date of certificate issued for the same, and the
number and date of cancellation of every certificate surrendered
for cancellation.

The Secretary shall give, or cause to be given, notice
of all the meetings of the shareholders and of the Board and any
committees thereof required by these bylaws or by law to be
given, shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform other such duties
as may be prescribed by the Board.





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SECTION 9. ASSISTANT SECRETARIES. In the absence or
disability of the Secretary, the Assistant Secretary, in order of
their rank as fixed by the Board or, if not ranked, the Assistant
Secretary designated by the Board, shall perform all the duties
of the Secretary , and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the Secretary.
The Assistant Secretary shall have such other powers and perform
such other duties as from time to time may be prescribed for
them respectively by the President of the Board.

SECTION 10. TREASURER. The Treasurer is the chief
financial officer of the corporation and shall keep and
maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and financial transactions of
the corporation, and shall send or cause to be sent to the
shareholders of the corporation such financial statements and
reports as are by law or these bylaws required to be sent to
them

The Treasurer shall deposit all monies and other
valuables in the name and to the credit of the corporation with
such depositories as may be designated by the Board. The
Treasurer shall disburse the funds of the corporation as may be
ordered by the Board, shall render to the President and
directors, whenever the request it, an account of all
transactions as Treasurer and of the financial conditions of the
corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board.

SECTION 11. AGENTS. The President, any Vice-President,
the Secretary or Treasurer may appoint agents with power and
authority, as defined or limited in their appointment, for and
on behalf of the corporation to execute and deliver, and affix





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the seal of the corporation thereto, to bonds, undertakings,
recognizance, consents of surety or other written obligations in
the nature thereof and any said officers may remove any such
agent and revoke the power and authority given to him.

                      ARTICLE V
                  OTHER PROVISIONS

SECTION 1. DIVIDENDS. The Board may from time to time
declare, and the corporation may pay, dividends on its
outstanding shares in the manner and on the terms and conditions
provided by law, subject to any contractual restrictions on
which the corporation is then subject.

SECTION 2. INSPECTION OF RECORDS. The corporation shall
keep at its Registered Office and it Principal Executive Office 1)
the original or a copy of these bylaws as amended to date certified
by an officer, 2) copy of articles of incorporation with all
amendments certified by the Secretary of State and 3) stock ledger
or duplicate, revised annually, all of which shall be open to
inspection to shareholders at all reasonable times during office
hours. If the corporation has no principal business office in
Nevada, it shall, upon the written request of any shareholder,
furnish to such shareholder a copy of the aforementioned documents
as amended and revised to date.

SECTION 3. REPRESENTATION OF SHARES OF OTHER
CORPORATIONS. The President or any other officer or officers
authorized by the Board or by the President are each authorized to
vote, represent, and exercise on behalf of the Corporation all
rights incident to any and all shares of any other corporation
or corporations standing in the name of the Corporation. The
authority herein granted may be exercised either by any such
officer in person or by any other person authorized to do so by
proxy or power of attorney duly executed by said officer.




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                         ARTICLE VI
           LIABILITY OF DIRECTORS AND OFFICERS

SECTION 1. ELIMINATIOM OF LIABILTY. A director or officer
of the corporation shall not be personally liable to the Corporation
or its stockholders for damages for breach of fiduciary duty as a
director or officer, excepting only (1) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law,
or (2) the payment of dividends in violation of NRS 78.288, except
for a director who dissents to the payment as provided in NRS
78.300, but liability shall otherwise be eliminated or limited to
the fullest extent permitted by Nevada law, as it may be allowed
from time to time.

SECTION 2. MANDATORY INDEMNIFICATION. The Corporation
shall  indemnify the officers and directors of the Corporation to the
fullest extent permitted by Nevada law as the same exists or may
hereafter be amended.

SECTION 3. MANDATORY PAYMENT OF EXPENSES. The expense of
officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the Corporation as they
are incurred and in advance of the final disposition of the action,
suit or proceeding, upon receipt of an undertaking by or on behalf
of the directors or officer to repay the amount if it is ultimately
determined by court to competent jurisdiction that he or she is
not entitled to be indemnified by the corporation.

SECTION  4. EFFECT OF AMENDMENT OR REPEAL. Except as
provided in the Articles of Incorporation or by Nevada law, this
corporation reserves the right to amend or repeal any provision
contained in these Bylaws. However, any amendment to or repeal of



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any of the provisions in this Article VI shall not adversely affect
any right or protection of a director or officer of the Corporation
for or with respect to any act or omission of such director or
officer occurring prior to such amendment or repeal.

SECTION 5. INSURANCE. The corporation shall have the power
to purchase and maintain insurance on behalf of any person who is or
was an officer, director, employee or agent of the Corporation
against any liability asserted against or incurred by the officer,
director, employee or agent in such capacity or arising out of such
persons' status as such whether or not the corporation would
have the power to indemnify the officer, or director, employee
or agent against liability under the provisions of this
Article.

                    ARTICLE VII
                    AMENDMENTS

These bylaws may be altered, amended or repealed
either by approval of a majority of the outstanding shares
entitled to vote or by the approval of the Board; provided
however that after the issuance of shares, a bylaw specifying or
changing a fixed number of directors or the maximum or minimum
number or changing from a fixed to a flexible Board or vice
versa, may only be adopted by the approval by an affirmative vote
of not less than two-thirds of the corporation's issued and
outstanding shares entitled to vote. Further, the right to any
shareholders to inspect the corporation's records as provided in
Article V Section 2, or otherwise permitted under applicable law,
shall not be limited or abridged by an amendment.




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                    ARTICLE VIII
               CONFLICTS WITH GENERAL
                  CORPORATION LAW

In the event and to the extent of any conflict between
the provisions of these bylaws and any mandatory requirements of the
General Corporation Law of Nevada, as it may be amended from time to
time, the latter shall govern and all other provisions of the bylaws
not in conflict thereof shall continue in full force and effect.





















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              CERTIFICATE OF PRESIDENT


              THIS IS TO CERTIFY that I am duly elected.
qualified and acting president of  Web Views Corporation
and that the above and foregoing Bylaws, constituting a true
original copy were duly adopted as the Bylaws of the said
corporation by the Directors of said corporation.

         IN WITNESS WHEREOF,  I have hereunto set my hand.


Dated: November 10, 2001



                                /s/ Raymond Kitzul,
                                    President











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