10SB12B

U.S. SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549

- - -------------------

FORM  10-SB

GENERAL FORM FOR REGISTRATION
OF SECURITIESOF SMALL BUSINESS
ISSUERS

Under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934

- - -------------------

LandStar, Inc.
Name of Small Business Issuer in its Charter

State of Nevada State or Jurisdiction of
Incorporation or Organization 86-0914051
I.R.S. Employer Identification Number

- - -----------------

3795 Carey Road, Suite 600
Victoria, British Columbia, Canada V8Z 6T8
Address and Telephone Number of Principal
Executive Offices

(250) 475 - 6000
Issuer's Telephone Number

- - -----------------------

Securities to be registered pursuant to
Section 12(b) of the Act:

None

Securities to be registered pursuant to
Section 12(g) of the Act:

Common Stock, $.001 par value
Title of Class

1

FORWARD LOOKING STATEMENTS
In this registration statement references to
"LandStar," the "Company," "we," "us," and "our"
refer to LandStar, Inc.

This Form 10-SB contains certain forward-looking
statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this Form 10-SB
that are not statements of historical fact may be
deemed to be forward-looking statements.  These
forward-looking statements involve risks and
uncertainties which could cause actual results or
outcomes to differ materially from those expressed
 in the statements.  Forward-looking statements
include statements concerning plans, objectives,
goals, strategies, expectations, future events or
performance and underlying assumptions and other
statements, which are other than statements of
historical facts.  The Company's expectations,
beliefs and projections are expressed in good faith
and are believed by the Company to have a reasonable
basis, including without limitations, management's
examination of historical operating trends, data
contained in the Company's records and other data
available from third parties, but there can be no
assurance that management's expectations, beliefs
or projections will result or be achieved or
accomplished.

Without limiting the foregoing, words such as "may",
"will," "expect," "believe," "anticipate," "estimate"
or "continue" or comparable terminology are intended to
identify forward- looking statements. These statements
by their nature involve substantial risks and
uncertainties, and actual results may differ materially
depending on a variety of factors, many of which are
not within the Company's control.  These factors include
but are not limited to economic conditions generally and
in the industries in which LandStar may participate;
competition within LandStar's chosen industry,
including competition from much larger competitors;
technological advances and failure by the LandStar to
successfully develop business relationships.

In addition to other factors and matters discussed
elsewhere in this registration statement, the following
are important factors that, in the view of LandStar's
management, could cause actual results to differ
materially from those discussed in the forward-looking
statements:  the ability of the Company to efficiently
and effectively operate its demonstration facility and
build and operate production facilities; market
acceptance of the Company's products and applications
for recycled rubber technology generally; the ability
of the Company to hire and retain qualified technical,
operational, and sales and marketing personnel; the
ability of the Company to obtain acceptable forms and
amounts of financing to fund current and future operations
and any acquisitions; the ability of the Company to
protect its intellectual property rights in its rubber
recycling technology; the success of further research
and development efforts; competition from companies
with greater financial, technical and other resources
than the Company; and the Company's ability to locate
and enter into strategic or joint venture relationships
with vendors, suppliers or resellers.  The Company has
no obligation to update or revise these forward-looking
statements to reflect the occurrence of future events
or circumstances.

2


BUSINESS

Background and Business Development

LandStar, Inc. was incorporated as a Nevada corporation on
May 4, 1998, for the purpose of purchasing, developing and
reselling real property, with its principal focus on the
development of raw land.  From incorporation through
December 31, 1998, LandStar had no business operations
and was a development-stage company.  LandStar did not
purchase or develop any properties and subsequently
determined to change its business plan and operations.
On March 31, 1999, the Company acquired approximately
98.5% of the common stock of Rebound Rubber Corp. pursuant
to a share exchange agreement with Rebound Rubber Corp. and
substantially all of Rebound Rubber's shareholders.
Rebound Rubber Corp. owns an exclusive North American
license granted by the Guangzhou Research Institute
for the Utilization of Reusable Resources, P.R. of China,
pursuant to a technology for the reclamation and
devulcanizing of recycled rubber.  In connection with
the share exchange agreement, LandStar issued 14,500,100
restricted shares of its common stock to the shareholders
of Rebound Rubber in exchange for 98.5% of the
outstanding shares of Rebound Rubber, and Rebound Rubber
became a subsidiary of LandStar.  The acquisition was
treated for accounting purposes as a recapitalization
of Rebound Rubber under the capital structure of LandStar,
Inc. and an acquisition of the net assets of LandStar.

	Rebound Rubber Corp. was originally formed on
December 13, 1996 in the Province of Alberta, Canada
under the name 721097 Alberta Ltd. as a private limited
liability corporation, and subsequently changed its name
to Rebound Rubber Corp. on May 20, 1997.  Rebound Rubber
was initially formed as a corporate vehicle to acquire
certain rubber recycling technology from the Guangzhou
Research Institute for the Utilization of Reusable
Resources, P.R. of China.  In early 1996, D. Elroy Fimrite,
Michael C. Pinch C.A. and Kennie Chee, principal officers
and directors of Rebound Rubber met with members
of the Guangzhou Research Institute and its Senior
Engineer, Li Xing-Ru.  The proponents conducted a through
technology review and due diligence examination of the
rubber recycling technology throughout 1996 and early 1997.
This review included but was not limited to the following:
(1) review of devulcanizing testing procedures and test
results; (2) observing the complete processing of used
tires to crumb, the activation of the crumb and the
processing of the activated modified rubber powder
("AMR") in substantial ratios with new rubber back into
new tires; (3) visiting a number of manufacturing
operations and observing AMR being used in a variety of
new rubber products; (4) research into other claims of
devulcanizing technologies to determine whether there
were any other true devulcanizing processes in commercial
production anywhere in the world; (5) review of
proprietary rights, Chinese patents/registrations
pursuant to the technology; (6) review of chemicals used
in activation process pursuant to environmental and
workplace hazards; and (7) review of availability and
pricing of reactivation chemicals and crumb rubber
supplies.

Following the due diligence process, Rebound Rubber
entered into three contracts with the Guangzhou Research
Institute,RECEPTION  (ST~1PUB

EX-3.(I)

     Corporate Charter

I, DEAN HELLER, the duly elected and qualified Nevada
Secretary of State, do
hereby certify that LANDSTAR, INC did on May 4, 1998
file in this office the
original Articles of Incorporation; that said Articles
are now on file and of
record in the office of the Secreta, and further, that
said Articles contain
all the provisions required by the law of said of State
of the State of Nevada.

IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the Great Sel of
State, at my office, in Carson City, Nevada, on
May 4, 1998.

Dean Heller
Secretary of State
	                          By 	Marianne Lockyer
					     Certification Clerk


				ARTICLES OF INCORPORATION
       					OF
   				LandStar, Inc.

		FIRST.  The name of the corporation is
				LandStar, Inc.

		SECOND  Its registered office in the State of
Nevada is located at 2533
North Carson Street, Carson City, Nevada 89706 that this
Corporation may
maintain an office, or offices, in such other place within
or without the
State of Nevada as may be from time to time designated by
the Board of
Directors, or by the By-Laws of said Corporation, and that
this Corporation
may conduct all Corporation business of every kind of
nature, including the
holding of all meetings of Directors and Stockholders,
outside the State of
Nevada as well as within the State of Nevada.

		THIRD.  The objects for which this corporation
is formed are: to engage in
any lawful activity, including, but not limited to the
following:
Shall have such rights, privileges and powers as may be
conferred upon
corporations by any existing law.

May at any time exercise such rights, privileges and powers,
when not
inconsistent with the purposes and objects for which this
corporation is
organized.

Shall have power to have succession by its corporate name
for the period
limited in its certificate or articles of incorporation,
and when no period
is limited, perpetually, or until dissolved and its
affairs wound up
according to law.

Shall have power to sue and be sued in any court of law
or equity.

Shall have power to make contracts.

Shall have power to hold, purchase and convey real and
personal estate and to
mortgage or lease any such real and personal estate with
its franchises.  The
power to hold real and personal estate shall include the
power to take the
same by devise or bequest in the State of Nevada, or in
any other state,
territory or country.

Shall have power to appoint such officers and agents as the
affairs of the
corporation shall require, and to allow them suitable
compensation.

Shall have power to make By-Laws not inconsistent with the
constitution or
laws of the United States, or of the State of Nevada, for
the management,
regulation and government of its affairs and property, the
transfer of its
stock, the transaction of its business, and the calling and
holding of
meetings of its stockholders.

Shall have power to wind up and dissolve itself, or be
wound up or dissolved.

Shall  have power to adopt and use a common seal or stamp,
and alter the same
at pleasure.  The use of a seal or stamp, if it desires,
but such use or
nonuse shall not in any way affect the legality of the
document.

Shall have power to borrow money and contract debts when
necessary for the
transaction of its business, or for the exercise of its
corporate rights,
privileges or franchises or for any other lawful purpose
of its incorporation;
to issue bonds, promissory notes, bills of exchange,
debentures and other
obligations and evidences of indebtedness, payable at a
specified time or
times, or payable upon the happening of a specified event
or events, whether
secured by mortgage, pledge or otherwise, or unsecured,
for money borrowed,
or in payment for property purchased, or acquired, or for
any other lawful
object.

Shall have power to guarantee, purchase, hold, sell,
assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the
capital stock of,
or any bonds, securities or evidences of the indebtedness
created by, any
other corporation or corporations of the State of Nevada,
or any other state
or government, and, while owners of such stock, bonds,
securities or evidences
of indebtedness, to exercise all the rights, powers and
privileges of
ownership including the right to vote, if any.

Shall have power to purchase, hold, sell and transfer
shares of its own
capital stock, and use therefor its capital, capital
surplus, surplus, or
other property or fund.

Shall have power to conduct business, have one or more
offices, and hold,
purchase, mortgage and convey real and personal property
in the State of
Nevada, and in any of the several states, territories,
possessions and
dependencies of the United States, the District of
Columbia, and any foreign
countries.

Shall have power to do all and everything necessary and
proper for the
accomplishment of the objects enumerated in its certificate
or articles of
incorporation, or any amendment thereof, or necessary or
incidental to the
protection and benefit of the corporation and, in general,
to carry on any
lawful business necessary or incidental to the attainment
of the objects of
the corporation, whether or not such business is similar
in nature to the
objects set forth in the certificate or articles of
incorporation
ation, or any amendment thereof.

Shall have power to make donations for the public welfare
or for charitable,
scientific or educational purposes.

Shall have power to enter into partnerships, general or
limited, or joint
ventures, in connection with any lawful activities, as
may be allowed by law.

	FOURTH  That the total number of common stock
authorized that may be issued
by the Corporation is ONE HUNDRED MILLION (100,000,000)
shares of stock with
a ONE TENTH OF ONE CENT ($0.001) par value and no other
class of stock shall
be authorized.  Said shares may be issued by the corporation
from time to time
for such considerations as may be fixed by the Board of
Directors.

	FIFTH  The governing board of this corporation shall
be known as directors, and
the number of directors may from time to time be increased
or decreased in
such manner as shall be provided by the By-Laws of this
Corporation, providing
that the number of directors shall not be reduced to fewer
than one (1).

The name and post office address of the first Board of
Directors shall be one
(1) in number and listed as follows:

NAME	         			   POST OFFICE ADDRESS
Brent Buscay		         2533 North Carson Street
				         Carson City, Nevada 89706

	SIXTH  The capital stock, after the amount of the
subscription price, or par
value, has been paid in, shall not be subject to assessment
to pay the debts
of the corporation.

	SEVENTH  The name and post office address of the
Incorporator signing the
Articles of Incorporation is as follows:

NAME	              		POST OFFICE ADDRESS
Brent Buscay			2533 North Carson Street
			            Carson City, Nevada  89706

	EIGHTH  The resident agent for this corporation shall
be:
				LAUGHLIN ASSOCIATES, INC.

The address of said agent, and, the registered or
statutory address of this
corporation in the State of Nevada, shall be:

					2533 North Carson Street
					Carson City, Nevada 89706

	NINTH  The corporation is to have perpetual
existence.

	TENTH  In furtherance and not in limitation of the
power conferred by statute,
the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders,
to make, alter
or amend the By-Laws of the Corporation.

To fix the amount to be reserved as working capital over
and above its capital
stock paid in; to authorize and cause to be executed,
mortgages and liens upon
the real and personal property of this Corporation.

	By resolution passed by a majority of the whole
Board, to designate one (1)
or more committees, each committee to consist of one or
more of the Directors
of the Corporation, which, to the extent provided in the
resolution, or in the
By-Laws of the Corporation, shall have and may exercise
the powers of the
Board of Directors in the management of the business and
affairs of the
Corporation.  Such committee, or committees, shall have
such name, or names, as
may be stated in the By-Laws of the Corporation, or as
may be determined from
time to time by resolution adopted by the Board of
Directors.

	When and as authorized by the affirmative vote of
the Stockholders holding
stock entitling them to exercise at least a majority of
the voting power given
at a Stockholders meeting called for that purpose, or
when authorized by the
written consent of the holders of at least a majority of
the voting stock
issued and outstanding, the Board of Directors shall have
power and authority
at any meeting to sell, lease or exchange all of the
property and assets of
the Corporation, including its good will and its corporate
franchises, upon such
terms and conditions as its Board of Directors deems
expedient and for the best
interests of the Corporation.

	ELEVENTH  No shareholder shall be entitled as a matter
of right to subscribe
for or receive additional shares of any class of stock of
the Corporation,
whether now or hereafter authorized, or any bonds, debentures
or securities
convertible into stock, but such additional shares of stock
or other securities
convertible into stock may be issued or disposed of by the
Board of Directors
to such persons and on such terms as in its discretion it
shall deem advisable.

	TWELFTH  No director or officer of the Corporation
shall be personally liable
to the Corporation or any of its stockholders for damages
for breach of
fiduciary duty as a director or officer involving any act
or omission of any
such director or officer; provided, however, that the
foregoing provision
shall not eliminate or limit the liability of a director or
officer (i) for
acts or omissions which involve intentional misconduct,
fraud or a knowing
violation of law, or (ii) the payment of dividends in
violation of Section
78.300 of the Nevada Revised Statutes.  Any repeal or
modification of the
Article by the stockholders of the Corporation shall be
prospective only, and
shall not adversely affect any limitation on the personal
liability of a
director or officer of the Corporation for acts or
omissions prior to such
repeal or modification.

	THIRTEENTH  This Corporation reserves the right to
amend, alter, change or
repeal any provision contained in the Articles of
Incorporation, in the
manner now or hereafter prescribed by statute, or by the
Articles of
Incorporation, and all rights conferred upon Stockholders
herein are granted
subject to this reservation.

	I, THE UNDERSIGNED, being the Incorporator
hereinbefore named for the purpose
of forming a Corporation pursuant to the General Corporation
Law of the State of

Nevada, do make and file these Articles of Incorporation,
hereby declaring
and certifying that the facts herein stated are true, and
accordingly have
hereunto set my hand this April 27, 1998.

       	/s/Brent Buscay
        ------------
       	Brent Buscay

STATE OF NEVADA	)
              		)   SS:
CARSON CITY    	)


On this April 27, 1998 in Carson City, Nevada,
before me, the undersigned, a Notary Public in and for Carson
City, State of
Nevada, personally appeared:

						Brent Buscay

Known to me to be the person whose name is subscribed to the
foregoing
document and acknowledged to me that he executed the same.



                            -------------
    		                 Notary Public

I, Laughlin Associates, Inc. hereby accept as Resident Agent
for the previously
named Corporation

April 27, 1998
DATE

      /s/
	--------------
	Vice President



         CONSENT TO ACTION WITHOUT A MEETING OF THE DIRECTORS
                                  OF
                            LandStar, Inc.

In accordance with Chapter 78 of the Nevada Revised Statutes,
Brent Buscay,
a Director of LandStar, Inc. hereby consents to the following
action:

	RESLOVED that Daniel L. Hodges is hereby appointed a
Director of LandStar,
Inc, to serve until a successor is duly elected and
qualified.

	IN WITNESS WHEREOF, the undersigned has executed this
Written Consent as of
the date hereof.

DATED AT Carson City, Nevada, this 4th day of May, 1998.



       				/s/Brent Buscay
					----------------------
					Brent Buscay, Director


STATE OF NEVADA	)
              		)  SS:
CARSON CITY    	)

On this 5th day of May, in the year 1998, before me,
personally appeared
Brent Buscay, personally known to me (or proved to me
on basis of
satisfactory evidence) to be the person whose  name is
subscribed to this
instrument, and acknowledge that he executed it.

WITNESS my hand and official seal.


             /s/
            -------------
		Notary Public


RESIGNATION

	I, Brent Buscay, an original Director and member of
the first Board of
Directors of LandStar, Inc., a Nevada Corporation, hereby
tender and submit
my resignation as a member of the Board of Directors and
as an Officer of the
above named Corporation, such resignation to be effective
this 4th day of may,
1998.


					/s/Brent Buscay
					----------------------
					Brent Buscay, Director


STATE OF NEVADA	)
	              	)   SS:
CARSON CITY    	)


On this 5th day may, in the year 1998, before me, personally
appeared Brent
Buscay, personally known to me (or proved to me on basis
of satisfactory
evidence) to be the person whose name is subscribed to this
instrumnet, and
acknowledge that he executed it.

WITNESS my hand and official seal.

		/s/
            -------------
		Notary Public

EX-3.(II)

[TYPE]                   SB-2
[LIVE]
[DOCUMENT-COUNT]         1
[SROS]                   AMEX
[SUBMISSION-CONTACT]
      [NAME]             Michael Pinch
      [PHONE]            250-475-6000
[/SUBMISSION-CONTACT]
[NOTIFY-INTERNET]        ldsr@corpoff.com
[FILER]
    [CIK]                0001068689
    [CCC]                i5i$fsmr
[/FILER]

EX-1.LANDSTARBYLAWS

                 BYLAWS OF
               LANDSTAR, INC.
           ADOPTED MAY 7th, 1998.


             ARTICLE I: OFFICES

The principle office of the corporation shall be located
in Tucson, Arizona,
county of Pima, unless so designated by resolution of
the Board of Directors.
The Corporation may have such offices, either within or
without the State of
Arizona, as the Board of Directors may designate or as
the business of the
Corporation may require from time to time.

        ARTICLE II: SHAREHOLDERS

 SECTION 1.  Annual meeting.  The annual meeting of the
shareholders shall
be held on the 15th day in the month of January in each
year, beginning with
the year 1998, at the hour of 10:00 am, for the purpose
of electing Directors
and for the transaction of such other business as may
come before the meeting.
If the day fixed for the annual meeting shall be a
legal holiday in the State
of Arizona, such meeting shall be held on the next
succeeding business day.
If the election of Directors shall not be held on the day
designated herein
for any annual meeting of the shareholders, or at any
adjournment thereof, the
Board of Directors shall cause the election to be held
at a special meeting of
the shareholders as soon as thereafter as conveniently
may be.

 SECTION 2.  Special meetings.  Special meetings of the
shareholders, for any
purpose, unless otherwise prescribed by statute, may be
called by the President
of the Board of Directors, and shall be called by the
President at the request
of the holders of not less than twenty-five percent
(25%) of all outstanding
shares of the Corporation entitled to vote at the meeting.

 SECTION 3.  Place of meeting.  The Board of Directors may
designate any place,
either within or without the State of Arizona, unless
otherwise prescribed by
statute, as the place of meeting for any annual meeting of
for any special
meeting.  A waiver of notice signed by all shareholders
entitled to vote at
a meeting may designate any place, either within or without
the State of
Arizona, unless otherwise prescribed by statute, as the
place for the holding
of such meeting.  If no designation is made, the place of
the meeting shall be
the principal office of the Corporation.

 SECTION 4.  Notice of the meeting.  Written notice stating
the place, day and
hour of the meeting and, in case of a special meeting, the
purpose or purposes
of which the meeting is called, shall unless otherwise
prescribed by statute,
be delivered not less than 15 days nor more than 45 days
before the date of the
meeting, to each shareholder of record entitled to vote at
such meeting.  If
mailed, such notice shall be deemed to be delivered when
deposited in the
United States mail, addressed to the shareholders at his
address as it appears
on the stock transfer book of the corporation, with postage
thereon prepaid.

 SECTION 5.  Closing of Transfer Books of Fixing of Record.
For the purpose
of determining shareholders entitled to notice of or to vote
at any meeting
of shareholders of any adjournment thereof, of 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 stated
period, but 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 45 days
immediately preceding such meeting.  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 60 days and, in case of a meeting of shareholders,
not less than 45
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 of or to vote at a meeting of shareholders,
or shareholders
entitled to receive payment of a dividend, the date on which
notice of the
meeting is mailed of the date on which the resolution of the
Board of Directors
declaring such dividend is adopted as the case may be, shall
be the record date
for such determination of shareholders.  When a determination
of shareholders
entitled to vote at any meeting of shareholders has been made
as provided in
this section, such determination shall apply to any adjournment
thereof.

 SECTION 6.  Voting list.  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 each meeting of
shareholders or any
adjournment thereof, arranged in alphabetical order, with
the address of
and the number of shares held by each.  Such 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 during the whole time of
the meeting
for the purpose thereof.

 SECTION 7.  Quorum.  A majority of the outstanding shares
of the corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum
at a meeting of shareholders.  If less than a majority of
the outstanding shares
are represented at a meeting, a majority of the shares so
represented may
adjourn the meeting from time to time without further notice.
At such adjourned
meeting at which a quorum shall be present or represented,
any business may be
transacted which might have been transacted at the meeting
as originally
noticed.  The shareholders present at a duly organized
meeting may continue
to transact business until adjournment, notwithstanding the
withdrawal of
enough shareholders to leave less than a quorum.

 SECTION 8.  Proxies.  At all meetings of shareholders, a
shareholder may vote
in person or by proxy executed in writing by the
shareholders or by his or her
duly authorized attorney-in-fact.  Such proxy shall be filed
with the secretary
of the Corporation before or at the time of the meeting.
A meeting of the Board
of Directors may be had by means of a telephone conference
or similar
communication equipment by which all persons participating
in the meeting can
hear each other, and participation in a meeting under such
circumstances
shall constitute presence at the meeting.

 SECTION 9.  Voting of Shares.  Each outstanding share
entitle to vote shall be
entitled to one vote upon each matter submitted to a vote
at a meeting of
shareholders.

 SECTION 10.  Voting of Shares by Certain Holders.
Shares standing in the name
of another Corporation may be voted by such officer, agent
or proxy as the
bylaws of such corporation may prescribe or, in the absence
of such provision
, as the Board of Directors of such Corporation may
determine.

 Shares held by an administrator, executor, guardian or
conservator may be
voted by him either in person or by proxy, without a
transfer of such shares
into his name.  Shares standing in the name of a trustee
may be voted by him,
either in person or by proxy, but no trustee shall be
entitled to vote shares
held by him without a transfer of such shares into his
name.

 Shares standing in the name of a receiver may be voted by
such receiver, and
shares held by or under the control of a receiver may be
voted by such receiver
without the transfer thereof into his name, if authority to
do so be contained
in an appropriate order of the court by which receiver was
appointed.

 A shareholder whose shares are pledged shall be entitled to
vote such shares
until the shares have been transferred into the name of the
pledgee, and
thereafter the pledgee shall be entitled to vote the shares
so transferred.

 Shares of its own stock belonging to the Corporation shall
not be voted
directly or indirectly, at any meeting, and shall not be
counted in
determining the total number of outstanding shares at any
given time.

 SECTION 11.  Informal Action by Shareholders.  Unless
otherwise provided by
law, any action required to be taken at a meeting of the
shareholders, or any
other 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 all of the shareholders entitled to
vote with respect to
the subject matter thereof.

          ARTICLE III.  BOARD OF DIRECTORS

 SECTION 1.  General powers.  The business and affairs
of the Corporation shall
be managed by its Board of Directors.

 SECTION 2.  Number, Tenure and Qualifications.  The
number of directors of the
Corporation shall be fixed by the Board of Directors, but
in no event shall be
less than one (1) or more than fifteen (15).  Each Director
shall hold office
until the next annual meeting of shareholders and until his
successor shall have
been elected and qualified.

 SECTION 3.  Regular Meetings.  A regular meeting of the
Board of Directors
shall be held without other notice than this Bylaw
immediately after, and at
the same place as, the annual meeting of shareholders.  The
Board of Directors
may provide, by resolution, the time and place for the
holding of additional
regular meetings without notice other than such resolution.

 SECTION 4.  Special Meetings.  Special Meetings of the Board
of Directors may
be called by or at the request of the President or any two
Directors.  The
person or persons authorized to call special meetings of
the Board of Directors
may fix the place for holding any special meeting of the
Board of Directors
called by them.

 SECTION 5.  Notice.  Notice of any special meeting shall be
given at least one
(1) day previous thereto by written notice delivered
personally or mailed to
each director at his business address, or by telegram.  If
mailed, such notice
shall be deemed to be delivered when deposited in the United
States Mail so
addressed, with postage thereon prepaid.  If notice be given
by telegram,
such notice shall be deemed to be delivered when the telegram
is delivered to
the telegraph company.  Any Directors may waive notice of any
meeting.  The
Attendance of a director at a meeting shall constitute a waiver
of notice of
such meeting, except where a director attends a meeting for
the express
purpose of objecting to the transaction of any business
because the meeting
is not lawfully called of convened.

 SECTION 6.  Quorum.  A majority of the number of directors
fixed by Section
2 of this Article III shall constitute a quorum for the
transaction of
business at any meeting of the Board of Directors, but if
less than such
majority is present at a meeting, a majority of the Directors
present may
adjourn the meeting from time to time without further notice.

 SECTION 7.  Manner of Acting.  The act of the majority of
the directors
present at a meeting at which a quorum is present shall be
the act of the
Board of Directors.

 SECTION 8.  Action Without a Meeting.  Any action that may
be taken by the
Board of Directors at a meeting may be taken without a meeting
if consent in
writing, setting forth the action so to be taken, shall be
signed before such
action by all of the directors.

 SECTION 9.  Vacancies.  Any vacancy occurring in the Board
of Directors may be
filled by the affirmative vote of a majority of the remaining
directors though
less than a quorum of the Board of Directors, unless
otherwise provided by law.
A director elected to fill a vacancy shall be elected for
the unexpired term of
his predecessor in office.  Any directorship to be filled
by reason of an
increase in the number of directors may be filled by
election by the Board of
Directors for a term of office continuing only until the
next election of
directors by the shareholders.

 SECTION 10.  Compensation.  By resolution of the Board of
Directors, each
director may be paid his expenses, if any, of attendance at
each meeting of
the Board of Directors, and may be paid a stated salary as a
director a fixed
sum for attendance each meeting of the Board of Directors or
both.  No such
payment shall preclude any director from serving the
Corporation in any other
capacity and receiving compensation thereof.

 SECTION 11.  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.

        ARTICLE IV: OFFICERS

 SECTION 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 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, including
a Chairman of the
Board.  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, except
for the offices of President and Secretary, which may not
be held by the same
person.  Officers may be directors or shareholders of the
Corporation.

 SECTION 2.  Election and Term of Office.  The officers
of the Corporation to be
 elected by the Board of Directors shall be elected annually
by the Board of
Directors at 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 conveniently
may be.  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 3.  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 no of itself create contract
rights, and such
appointment shall be terminable at will.

 SECTION 4.  Vacancies.  A vacancy in any office because
of death, resignation,
removal, disqualification or otherwise, may be filled by
the Board of Directors
for the unexpired portion of the term.

 SECTION 5.  President.  The President shall be the principal
executive officer
of the Corporation and, subject to the control of the Board
of Directors, shall
in general supervise and control all of the business and
affairs of the
Corporation.  He shall, when present, preside at all meetings
of the
shareholders and of the Board of Directors, unless there is
a Chairman of
the Board, in which case the Chairman shall preside.  He may
sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized
by the Board of Directors, certificates for shares of the
Corporation, any
deeds, mortgages, bonds, contracts, or other instruments
which the Board of
Directors has authorized to be executed, except in cases
where the signing
and execution thereof shall expressly be delegated by the
Board of Directors
or by these bylaws to some other officer or agent of the
Corporation, or
shall be required by law to be otherwise signed or executed;
and in general
shall perform all duties incident to the office of the President
and such
other duties as may be prescribed by  the Board of Directors
from time to time.

 SECTION 6  The Vice President.  In the absence of the
President or in event of
his death, inability or refusal to act, the Vice President
shall perform 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 President
shall perform such other duties as from time to time may be
assigned to him
by the President of the Board of Directors.  If the President
in order of rank
as determined by the Board of Directors.  If no rank has
been determined, the
Vice President shall succeed to the duties of the President
in order of date
of election, the earliest date having the first rank.

 SECTION 7.  Secretary.  The Secretary shall: (a) keep the
minutes of the
proceedings of the shareholders and of the Board of Directors
in one or more
minute books provided for that purpose; (b) see that all
notices are duly given
in accordance with the provisions of the Bylaws or required
by law; (c) be
custodian of the corporate records and of the seal of the
Corporation and
see that the seal of the Corporation is affixed to all
documents, the
execution of which on behalf of the Corporation under its
seal is duly
authorized; (d) keep a register of the post office address
of each
shareholder which shall be furnished to the Secretary by
such shareholder;
(e) sign with the President certificates for share of the
Corporation, the
issuance of which shall have been authorized by resolution
of the Board of
Directors; (f) have general charge of the stock transfer
books of the
Corporation; and (g) in general perform all duties
incident to the office
of the Secretary and such other duties as from time to
time may be assigned
him by the President or by the Board of Directors.

 SECTION 8.  Treasurer.  The Treasurer shall: (a) have
charge and custody of
and be responsible for all funds and securities of the
Corporation;
(b) receive and give receipts for money due and payable
to the Corporation
from any source whatsoever, and deposit all such moneys
in the name of the
Corporation in such banks, trust companies or other
depositories as shall
be selected in accordance with the provisions Article VI
of these Bylaws;
and (c) in general perform all of the duties as from time
to time may be
assigned to him by the President or by the Board of
Directors.  If requires
by the Board of Directors, the Treasurer shall give a bond
for the faithful
discharge of his duties in such sum and with such sureties
as the Board of
Directors shall determine.

           ARTICLE V: INDEMNITY

 The Corporation shall indemnify its directors, officers
and employees
as follows:

(A) Every director, officer, or employee of the Corporation
shall be
indemnified by the Corporation against all expenses and
liabilities,
including counsel fees, reasonably incurred by or impose
upon him in
connection with any proceeding to which he may become
involved, by
reason of his being or having been a director, officer
employee or
agent of the Corporation or is or was serving at the
request of the
Corporation as a director, officer, employee or agent
of the corporation,
partnership, joint venture, trust, or enterprise, or
any settlement thereof,
 whether or not he is a director, officer, employee or
agent at the time
such expenses are incurred, except in such cases wherein
the director,
officer, or employee is adjudged guilty of willful
misfeasance or
malfeasance in the performance of his duties; provided
that in the
event of a settlement the indemnification herein shall
apply only
when the Board of Directors approves such settlement and
reimbursement
as being for the best interest of the Corporation.

(B) The Corporation shall provide to any person who is or
was a
director, officer, employee, or agent of the Corporation
or is or was
serving at the request of the Corporation as a director,
officer,
employee or agent of the corporation, partnership, joint
venture,
trust or enterprise, the indemnity against expenses of suit,
litigation
or other proceedings which is specifically permissible under
applicable
law.

(C) The Board of Directors may, in its discretion, direct
the purchase of
liability insurance by way of implementing the provision
of the Article V.

             ARTICLE VI: CONTRACTS, LOANS, CHECKS AND DEPOSITS
 SECTION 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 2.  Loans.  No loans shall be contracted on behalf
of the
Corporation and no evidences of indebtedness shall be issued
in its name
unless authorized by a resolution of the Board of Directors.
Such
authority may be general or confined to specific instances.

 SECTION 3.  Checks, Drafts, etc.  All checks, drafts or
other orders for
the payment of money, notes or other evidences of indebtedness
issued in
the name of the Corporation, shall be signed by such officer
or officers,
agent or agents of the Corporation and in such manner as
shall from time
to time be determined by resolution of the Board of
Directors.

 SECTION 4.  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.

      ARTICLE VII: CERTIFICATES FOR SHARES AND THEIR TRANSFER

 SECTION 1.  Certificates for Shares.  Certificates
representing shares of
the Corporation shall be in form as shall be determined
by the Board of
Directors.  Such certificates shall be signed by the President
and by the
Secretary or by such other officers authorized by law and by
the Board of
Directors so to do, and sealed with the corporate seal.  All
certificates
for shares shall be consecutively numbered or otherwise
indemnified.  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 canceled and no
new certificates
shall be issued until the former certificates for a like
number of shares
shall have been surrendered and canceled, except that in
case of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon
such terms and indemnity to the Corporation as the Board of
Directors may
prescribe.

 SECTION 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 on whose name shares stand on the books
of the
Corporation shall be deemed by the Corporation to be the
owner there of for
all purposes.  Provided, however, that upon any action
undertaken by the
shareholders to elect S Corporation Status pursuant to
Section 1362 of the
Internal Revenue Code and upon any shareholders agreement
thereto restricting
the transfer of said shares so as to disqualify said S
Corporation status,
said restriction on transfer shall be made a part of the
Bylaws so long as
said agreement is in force and effect.

          ARTICLE VIII: FISCAL YEAR

 The fiscal year of the Corporation shall begin on the
1st day of January and
end on the 31st day of December of each year.

         ARTICLE IX: DIVIDENDS

 The Board of Directors may from time to time declare,
and the Corporation
may pay, dividends on its outstanding shares in the manner
and upon the terms
and conditions provided by law and its Articles of
Incorporation.

         ARTICLE X: CORPORATE SEAL

 The Board of Directors shall provide a corporate seal
which shall be
circular in form and shall have inscribed thereon the
name of the
Corporation and the State of the incorporation and the
words,
Corporate Seal.

         ARTICLE XI: WAIVER OF NOTICE

 Unless otherwise provided by law, whenever any notice
is required
to be given to any shareholder or director of the
Corporation under
the provisions of these Bylaws or under the provisions
of the Articles
of Incorporation or under the provisions of the applicable
Business
Corporation Act, a waiver thereof in writing, signed by
the person
or persons entitled to such notice, whether before or after
the time
stated therein, shall be deemed equivalent to the giving
of such notice.

         ARTICLE XII: AMENDMENTS

 These Bylaws may be altered, amended or repealed and new
Bylaws may be
 adopted by the Board of Directors at any regular or
special meeting of
the Board of Directors.

 The above Bylaws are certified to have been adopted by
the Board of
Directors of the Corporation on the 7th day of May, 1998.


                                  	/s/
                          		-------------
                                     Secretary