UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of Earliest Event Reported):
                                  July 15, 2002
                                  -------------

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Colorado
                                    --------
                 (State or other jurisdiction of incorporation)

            0-27637                                  47-0811483
            -------                                  ----------
     (Commission File Number)              (IRS Employer Identification No.)

               501 Brickell Key Drive, Suite 603, Miami, FL 33131
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  305-374-2036
                                  ------------
              (Registrant's telephone Number, including area code)


<PAGE>


Item 5.     Other Events.

      On July 15, 2002, the Board of Directors of Global Entertainment
Holdings/Equities, Inc. (the "Corporation") adopted amendments to its bylaws
pursuant to Colorado law and the provisions of its bylaws. The amendments
adopted by the Corporation are as follows:

      1.    The title of the bylaws of the Corporation was amended from "Bylaws
      of Masadi Resources, Inc." to read "Bylaws of Global Entertainment
      Holdings/Equities, Inc."

      2.    Article II, Section 2 of the bylaws entitled, "Stockholders'
      Meetings; Special Meetings" was amended to read as follows:

      "Special Meetings. Special meetings of stockholders may be called by the
      President or by the Board of Directors for any purpose or purposes, unless
      otherwise prescribed by statute or by the Articles of Incorporation.
      Special meetings of stockholders shall be called by the President or by
      the Secretary upon the request of holders of not less than twenty percent
      (20%) of the number of shares of outstanding stock of the Corporation
      entitled to vote at the meeting, if such request states the proper purpose
      of such special meeting is to address one or more of the following
      actions, or if the Board of Directors decides that any other purpose so
      requested is a proper business purpose:

      o To adopt or amend articles of incorporation;
      o To approve and adopt a Plan of Merger;
      o To approve a change of name;
      o To appoint or remove directors;
      o To fill a vacancy on the board of directors;
      o To approve dissolution of the Corporation; and
      o To sell assets of the Corporation constituting more than ten percent
        (10%) of the total assets of the Corporation and its consolidated
        subsidiaries.

      Individual stockholders may request no more than two (2) special meetings
      per calendar year, and all costs incurred by the Corporation associated
      with the calling and holding of any special meeting shall be borne by such
      stockholder(s). No special meeting may be requested within ninety (90)
      days of an annual stockholders meeting or an already announced special
      meeting. Business transacted at any special meeting of stockholders shall
      be limited to the purpose or purposes stated in the notice."

      3.    Article III, Section 2 of the bylaws entitled, "Board of Directors;
      Number and Qualification" was amended to read as follows:

      "The Board of Directors shall consist of not less than two (2) nor more
      than nine (9) members, unless and until otherwise determined by a vote of
      a majority of the entire Board of Directors. Any person who has been
      convicted of a felony within the preceding twenty (20) years is not
      eligible to serve as a member of the Board of Directors."




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<PAGE>


      4.    Article V, Section 1 of the bylaws entitled, "Officers; Election and
      Tenure" was amended to read as follows:

      "The Board of Directors annually shall elect a President, a Secretary, and
      a Treasurer. The Board of Directors may also elect or appoint such Vice
      Presidents, other officers and assistant officers as may be determined by
      the Board of Directors. The Board of Directors may delegate to any such
      officer the power to appoint or remove subordinate officers, agents, or
      employees. Each officer so elected or appointed shall continue in office
      until his successor shall be elected or appointed and shall qualify, or
      until his earlier death, resignation or removal. Any person who has been
      convicted of a felony within the preceding twenty (20) years is not
      eligible to serve as an officer or an assistant officer."

A complete copy of the Corporation's bylaws, as amended, is attached hereto as
an exhibit.


                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated this 25th day of September, 2002.

                                    Global Entertainment Holdings/Equities, Inc.



                                    By:   /S/ Bryan Abboud
                                          -------------------------------------
                                          Bryan Abboud, Chief Executive Officer








                                      3

<PAGE>


                              INDEX TO EXHIBITS

EXHIBIT           PAGE
NO.               NO.         DESCRIPTION
---               ---         -----------

3(ii)             5           Bylaws of Global Entertainment Holdings/Equities,
                              Inc., as amended.











                                      4

<PAGE>

                                    BYLAWS

                                      OF

                 GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.


                                  ARTICLE I

                                   Offices

      1.    Business Offices.  The principal office of the Corporation shall be
            located at 501 Brickell Key Drive, Suite 603, Miami, Florida 33131,
            and the Corporation may have one or more offices at such place or
            places within or without the U. S. continent as the Board of
            Directors may from time to time determine or as the business of the
            Corporation may require.

      2.    Registered Office.  The registered office of the Corporation shall
            be as set forth in the Articles of Incorporation, unless changed as
            provided by the Colorado Corporation Code.

                                  ARTICLE II

                            Stockholders' Meetings

      1.    Annual Meetings. The annual meetings of stockholders for the
            election of directors to succeed those whose terms expire and for
            the transaction of such other business as may come before the
            meeting shall be held within six (6) months after the close of the
            fiscal year of the Corporation, for the purposes of electing
            directors, and transacting such other business as may properly come
            before the meeting.

      2.    Special Meetings.  Special meetings of stockholders may be called by
            the President or by the Board of Directors for any purpose or
            purposes, unless otherwise prescribed by statute or by the Articles
            of Incorporation. Special meetings of stockholders shall be called
            by the President or by the Secretary upon the request of holders of
            not less than twenty percent (20%) of the number of shares of
            outstanding stock of the Corporation entitled to vote at the
            meeting, if such request states the proper purpose of such special
            meeting is to address one or more of the following actions, or if
            the Board of Directors decides that any other purpose so requested
            is a proper business purpose:

            o To adopt or amend articles of incorporation;
            o To approve and adopt a Plan of Merger;
            o To approve a change of name;
            o To appoint or remove directors;
            o To fill a vacancy on the board of directors;
            o To approve dissolution of the Corporation; and


                                      5
<PAGE>

            o     To sell assets of the Corporation constituting more than ten
                  percent (10%) of the total assets of the Corporation and its
                  consolidated subsidiaries.

            Individual stockholders may request no more than two (2) special
            meetings per calendar year, and all costs incurred by the
            Corporation associated with the calling and holding of any special
            meeting shall be borne by such stockholder(s). No special meeting
            may be requested within ninety (90) days of an annual stockholders
            meeting or an already announced special meeting. Business transacted
            at any special meeting of stockholders shall be limited to the
            purpose or purposes stated in the notice."

      3.    Place of Meetings.  Meetings of stockholders shall be held at such
            place or places as may be designated from time to time by the Board
            of Directors.

      4.    Notice of Meetings.  Except as otherwise provided by statute, notice
            of each meeting of stockholders, whether annual or special, shall be
            given not less than ten (10) nor more than sixty (60) days prior
            thereto to each shareholder entitled to vote there at by delivering
            written or printed notice thereof to such shareholder personally or
            by depositing the same in the United States mail, postage prepaid,
            directed to the shareholder at his address as it appears on the
            stock transfer books of the Corporation; provided, however, that if
            the authorized shares of the Corporation are proposed to be
            increased, at least thirty (30) days notice in like manner shall be
            given.  The notice of all meetings shall state the place, day and
            hour thereof.  The notice of a special meeting shall, in addition,
            state the purposes thereof.

            (a)   Notice of any meeting need not be given to any person who may
                  become a stockholder of record after the mailing of such
                  notice and prior to the meeting, or to any stockholder who
                  attends such meeting, in person or by proxy, or signed waiver
                  of notice either before or after such meeting. Notice of any
                  adjourned meeting of stockholders need not be given, unless
                  otherwise required by statute.

      5.    Voting List.  At least ten (10) days before every meeting of
            stockholders, a complete list of the shareholders entitled to vote
            there at or any adjournment thereof, arranged in alphabetical order,
            showing the address of each shareholder and the number of shares
            registered in the name of each, shall be prepared by the officer or
            agent of the Corporation who has charge of the stock transfer books
            of the Corporation.  Such list shall be open at the principal office
            of the Corporation to the inspection of any shareholder during usual
            business hours for a period of at least ten (10) days prior to such
            meeting.  Such list shall also be produced and kept at the time and
            place of the meeting during the whole time thereof and subject to
            the inspection of any shareholder who may be present.

      6.    Organization.  The President or Vice President shall call meetings
            of stockholders to order and act as chairman of such meetings.  In
            the absence of said officers, any shareholder entitled to vote
            thereat, or any proxy of any such shareholder, may call the meetings
            to order and a chairman shall be elected by a majority of the
            stockholders entitled to vote thereat.  In the absence of the
            Secretary and

                                      6
<PAGE>


            Assistant Secretary of the Corporation, any person appointed by the
            chairman shall act as secretary of such meetings.

      7.    Agenda and Procedure.  The Board of Directors shall have the
            responsibility of establishing an agenda for each meeting of
            stockholders, subject to the rights of stockholders to raise matters
            for consideration which may otherwise properly be brought before the
            meeting although not included within the agenda.  The chairman shall
            be charged with the orderly conduct of all meetings of stockholders;
            provided, however, that in the event of any difference in opinion
            with respect to the proper course of action which cannot be resolved
            by reference to statute, the Articles of Incorporation or these
            Bylaws, Robert's Rule of Order (as last revised) shall govern the
            disposition of the matter.

      8.    Quorum.  (a)  Except as otherwise provided herein, or by statute, or
            in the Certificate of Incorporation (such certificate and any
            amendments thereof being hereinafter collectively referred to as the
            "Certificate of Incorporation"), at all meetings of stockholders of
            the Corporation, the presence at the meetings of stockholders of the
            Corporation, presence at the commencement of such meetings in person
            or by proxy of stockholders holding of record a majority of the
            total number of shares of the Corporation then issued and
            outstanding and entitled to vote, shall be necessary and sufficient
            to constitute a quorum for the transaction of any business.  The
            withdrawal of any stockholder after the commencement of a meeting
            shall have no effect on the existence of a quorum, after a quorum
            has been established at such meeting.

            (b)   Despite the absence of a quorum at any annual or special
                  meeting of stockholders, the stockholders, by a majority of
                  the votes cast by the holders of shares entitled to vote
                  thereat, may adjourn the meeting.

      9.    Adjournment. When a meeting is for any reason adjourned to another
            time or place, notice need not be given of the adjourned meeting if
            the time and place thereof are announced at the meeting at which the
            adjournment is taken. At the adjourned meeting any business may be
            transacted which might have been transacted at the original meeting.

      10.   Voting. (a) Each shareholder shall at every meeting of stockholders,
            or with respect to corporate action which may be taken without a
            meeting, be entitled to one vote for each share of stock having
            voting power held of record by such shareholder on the record date
            designated therefor pursuant to section 3 of Article XI of these
            Bylaws (or the record date established pursuant to statute in the
            absence of such designation); provided that the cumulative system of
            voting for the election of directors or for any other purpose shall
            not be allowed.

            (b)   Each shareholder so entitled to vote at a meeting of
                  stockholders, or to express consent or dissent to corporate
                  action in writing without a meeting, may vote or express such
                  consent or dissent in person or may authorize another person
                  or persons to vote or act for him by proxy executed in writing
                  by such shareholder (or by his duly authorized attorney in
                  fact) and delivered to the secretary of the meeting (or if
                  there is

                                      7

<PAGE>

                  no meeting to the Secretary of the Corporation); provided that
                  no such proxy shall be voted or acted upon after eleven (11)
                  months from the date of its execution, unless such proxy
                  expressly provides for a longer period.

            (c)   When a quorum is present at any meeting of stockholders, the
                  vote of the holders of a majority of the shares of stock
                  having voting power present in person or represented by proxy
                  shall decide any question brought before such meeting, unless
                  the question is one upon which by express provision of a
                  statute, or the Articles of Incorporation, or these Bylaws, a
                  different vote is required, in which case such express
                  provision shall govern and control the decision on such
                  question.

      11.   Inspectors.  The chairman of the meeting may at any time appoint one
            (1) inspector to serve at a meeting of the stockholders.  Such
            inspectors shall decide upon the qualifications of voters, including
            the validity of proxies, accept and count the votes for and against
            the questions presented, report the results of such votes, and
            subscribe and deliver to the secretary of the meeting a certificate
            stating the number of shares of stock issued and outstanding and
            entitled to vote thereon and the number of shares voted for and
            against the questions presented. The inspectors need not be
            stockholders of the Corporation, and any director or officer of the
            Corporation may be an inspector on any question other than a vote
            for or against his election to any position with the Corporation or
            on any other question in which he may be directly interested.

                                 ARTICLE III

                              Board of Directors

      1.    Election and Tenure. The business and affairs of the Corporation
            shall be managed by a Board of Directors who shall be elected at the
            annual meetings of stockholders by plurality vote. Each director
            shall be elected to serve and to hold office until the next
            succeeding annual meeting and until his successor shall be elected
            and shall qualify, or until his earlier death, resignation or
            removal.

      2.    Number and Qualification. The Board of Directors shall consist of
            not less than two (2) nor more than nine (9) members, unless and
            until otherwise determined by a vote of a majority of the entire
            Board of Directors. Any person who has been convicted of a felony
            within the preceding twenty (20) years is not eligible to serve as a
            member of the Board of Directors.

      3.    Organization Meetings.  As soon as practicable after each annual
            election of directors, the Board of Directors shall meet for the
            purpose of organization, selection of a Chairman of the Board,
            election of officers and the transaction of any other business.

      4.    Regular Meetings.  Regular meetings of the Board of Directors shall
            be held at such time or times as may be determined by the Board of
            Directors and specified in the notice of such meeting.


                                      8
<PAGE>


      5.    Special Meetings.  Special meetings of the Board of Directors may be
            called by the Chairman of the Board or the President and shall be
            called by the President or Secretary on the written request of any
            two (2) directors.

      6.    Place of Meetings. Any meeting of the Board of Directors may be held
            at such place or places as shall from time to time be determined by
            the Board of Directors or fixed by the Chairman of the Board and as
            shall be designated in the notice of the meeting.

      7.    Notice of Meetings.  Notice of each meeting of directors, whether
            organizational, regular or special, shall be given to each director.
            If such notice is given either (a) by delivering written or printed
            notice to a director personally or (b) by telephone personally to
            such director, it shall be so given at least two (2) days prior to
            the meeting.  If such notice is given either (a) by depositing a
            written or printed notice in the United States mail, postage
            prepaid, or (b) by transmitting a cable or telegram or facsimile in
            all cases directed to such director at his residence or place of
            business, it shall be so given at least four (4) days prior to the
            meeting.  The notice of all meetings shall state the place, date and
            hour thereof, but need not, unless otherwise required by statute,
            state the purpose or purposes thereof.

      8.    Election. Except as may otherwise be provided herein or in the
            Certificate of Incorporation by way of cumulative voting rights the
            members of the Board of Directors of the Corporation, who need not
            be stockholders, shall be elected by a majority of the votes cast at
            a meeting of stockholders, by the holders of shares of stock present
            in person or by proxy, entitled to vote in the election.

      9.    Quorum. A majority of the number of directors fixed by paragraph 2
            of this Article III shall constitute a quorum at all meetings of the
            Board of Directors, and the vote of a majority of the directors
            present at a meeting at which a quorum is present shall be the act
            of the Board of Directors. In the absence of a quorum at any such
            meeting, a majority of the directors present may adjourn the meeting
            from time to time without further notice, other than announcement at
            the meeting, until a quorum shall be present.

      10.   Organization, Agenda and Procedure. The Chairman of the Board or in
            his absence any director chosen by a majority of the directors
            present shall act as chairman of the meetings of the Board of
            Directors. In the absence of the Secretary and Assistant Secretary,
            any person appointed by the chairman shall act as secretary of such
            meetings. The agenda of and procedure for such meetings shall be as
            determined by the Board of Directors.

      11.   Resignation. Any director of the Corporation may resign at any time
            by giving written notice of his resignation to the Board of
            Directors, to the Chairman of the Board, the President, any Vice
            President or the Secretary of the Corporation. Such resignation
            shall take effect at the date of receipt of such notice or at any
            later time specified therein and, unless otherwise specified
            therein, the acceptance of such resignation shall not be necessary
            to make it effective.


                                      9

<PAGE>


      12.   Removal.  Except as otherwise provided in the Articles of
            Incorporation or in these Bylaws, any director may be removed,
            either with or without cause, at any time, by the affirmative vote
            of the holders of a majority of the issued and outstanding shares of
            stock entitled to vote for the election of directors of the
            Corporation given at a special meeting of the stockholders called
            and held for such purpose.  The vacancy in the Board of Directors
            caused by any such removal may be filled by such stockholders at
            such meeting or, if the stockholders at such meeting shall fail to
            fill such vacancy, by the Board of Directors as provided in
            paragraph 12 of this Article III.


      13.   Vacancies.  Except as provided in paragraph 11 of this Article III,
            any vacancy occurring for any reason in the Board of Directors may
            be filled by the affirmative vote of a majority of the directors
            then in office, though less than a quorum of the Board of Directors.
            Any directorship to be filled by the affirmative vote of a majority
            of the directors then in office or by an election at an annual
            meeting or at a special meeting of stockholders called for that
            purpose.  A director elected to fill a vacancy shall be elected for
            the unexpired term of his predecessor in office and shall hold
            office until the expiration of such term and until his successor
            shall be elected and shall qualify or until his earlier death,
            resignation or removal.  A director chosen to fill a position
            resulting from an increase in the number of directors shall hold
            office until the next annual meeting of stockholders and until his
            successor shall be elected and shall qualify, or until his earlier
            death, resignation or removal.

      14.   Executive Committee. The Board of Directors, by resolution adopted
            by a majority of the number of directors fixed by paragraph 2 of
            this Article III, may designate two (2) or more directors to
            constitute an executive committee, which committee, to the extent
            provided in such resolution, shall have and may Corporation.

      15.   Compensation of Directors. Each director may be allowed such amount
            per annum or such fixed sum for attendance at each meeting of the
            Board of Directors or any meeting of an executive committee, or
            both, as may be from time to time fixed by resolution of the Board
            of Directors, together with reimbursement for the reasonable and
            necessary expenses incurred by such director in connection with the
            performance of his duties. Nothing herein contained shall be
            construed to preclude any other capacity and receiving proper
            compensation therefor.

      16.   Duties and Powers. The Board of Directors shall be responsible for
            the control and management of the affairs, property and interests of
            the Corporation and may exercise all powers of the Corporation,
            except as are in the Certificate of Incorporation or by statute
            expressly conferred upon or reserved to the stockholders.




                                      10

<PAGE>

                                  ARTICLE IV

                    Waiver of Notice and Action by Consent

      1.    Waiver of Notice.  Whenever any notice whatever is required to be
            given under the provisions of a statute or of the Articles of
            Incorporation, or by these Bylaws, a waiver thereof either in
            writing signed by the person entitled to said notice (or such
            person's agent or attorney in fact thereunto authorized) or by
            telegraph, cable, facsimile or any other available method, whether
            before, at or after the time stated therein, or the appearance of
            such person or persons at such meeting in person or by proxy (except
            for the sole purpose of challenging the propriety of the meeting),
            shall be deemed equivalent to such notice.

      2.    Action Without a Meeting. Any action required or which may be taken
            at a meeting of the directors, stockholders or members of any
            executive committee of the Corporation, may be taken without a
            meeting if a consent in writing, setting forth the action so taken,
            shall be signed by all of the directors, stockholders, or members of
            the executive committee, as the case may be, entitled to vote with
            respect to the subject matter thereof.

                                  ARTICLE V

                                   Officers

      1.    Election and Tenure.  The Board of Directors annually shall elect a
            President, a Secretary, and a Treasurer.  The Board of Directors may
            also elect or appoint such Vice Presidents, other officers and
            assistant officers as may be determined by the Board of Directors.
            The Board of Directors may delegate to any such officer the power to
            appoint or remove subordinate officers, agents, or employees. Each
            officer so elected or appointed shall continue in office  until his
            successor shall be elected or appointed and shall qualify, or until
            his earlier death, resignation or removal. Any person who has been
            convicted of a felony within the preceding twenty (20) years is not
            eligible to serve as an officer or an assistant officer.

      2.    Resignation, Removal and Vacancies.  Any officer may resign at any
            time by giving written notice thereof to the Board of Directors or
            to the President.  Such resignation shall take effect on the date
            specified therein and no acceptance of the same shall be necessary
            to render the same effective.  Any officer may at any time be
            removed the by the affirmative vote of a majority of the number of
            directors specified in section 2 of Article III of these Bylaws, or
            by an executive committee thereunto duly authorized.  If any office
            becomes vacant for any reason, the vacancy may be filled by the
            Board of Directors.  An Officer appointed to fill a vacancy shall be
            appointed for the unexpired term of his predecessor in office and
            shall continue in office until his successor shall be elected or
            appointed and shall qualify, or until his earlier death, resignation
            or removal.



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<PAGE>


      3.    President. The President shall be the chief executive officer of the
            Corporation. He shall preside at all meetings of the stockholders
            and shall have general and active management of the business of the
            Corporation. He shall see that all orders and resolutions of the
            Board of Directors are carried into effect and in general shall
            perform all duties as may from time to time be assigned to him by
            the Board of Directors.

      4.    Vice President.  The Vice President shall perform such duties and
            possess such powers as from time to time may be assigned to them by
            the Board of Directors or by the President.  In the absence of the
            President or in the event of his inability or refusal to act, the
            vice president (or in the event there be more than one vice
            president, the vice presidents in the order designated, or in the
            absence of any designation, then in the order of their election or
            appointment) shall perform the duties of the President and when so
            performing shall have all the powers of and be subject to all the
            restrictions upon the President.

      5.    Secretary.  The Secretary shall perform such duties and shall have
            such powers as may from time to time be assigned to him by the Board
            of Directors or the President.  In addition, the Secretary shall
            perform such duties and have such powers as are incident to the
            office of Secretary, including without limitation the duty and power
            to give notice of all meetings of stockholders and the Board of
            Directors, to attend such meetings and keep a record of the
            proceedings, and to be custodian of corporate records and the
            corporate seal and to affix and attest to the same on documents, the
            execution of which on behalf of the Corporation is authorized by
            these Bylaws or by the action of the Board of Directors.

      6.    Treasurer.  The Treasurer shall perform such duties and shall have
            such powers as may from time to time be assigned to him by the Board
            of Directors or the President.  In addition, the Treasurer shall
            perform such duties and have such powers as are incident to the
            office of Treasurer, including without limitation the duty and power
            to keep and be responsible for all funds and securities of the
            Corporation, to deposit funds of the Corporation in depositories
            selected in accordance with these Bylaws, disburse such funds as
            ordered by the Board of Directors, making proper accounts thereof,
            and shall render as required by the Board of Directors statements of
            all such transactions as Treasurer and of the financial condition of
            the Corporation.

      7.    Assistant Secretaries. The Assistant Secretaries shall perform such
            duties and possess such powers as from time to time shall be
            assigned to them by the Board of Directors, the President or the
            Secretary. In the absence, inability or refusal to act of the
            Secretary, the Assistant Secretaries in the order determined by the
            Board of Directors shall perform the duties and exercise the powers
            of the Secretary.

      8.    Assistant Treasurers. The Assistant Treasurers shall perform such
            duties and possess such powers as from time to time shall be
            assigned to them by the Board of Directors, the President, or the
            Treasurer. In the absence, inability or refusal to act of the
            Treasurer, the Assistant Treasurers in the order determined by the
            Board of Directors shall perform the duties and exercise the powers
            of the Treasurer.


                                      12
<PAGE>


      9.    Bond of Officers. The Board of Directors may require any officer to
            give the Corporation a bond in such sum and with such surety or
            sureties as shall be satisfactory to the Board of Directors for such
            terms and conditions as the Board of Directors may specify,
            including without limitation for the faithful performance of his
            duties and for the restoration to the Corporation of all property in
            his possession or under his belonging to the Corporation.

      10.   Salaries.  Officers of the Corporation shall be entitled to such
            salaries, emoluments, compensation or reimbursement as shall be
            fixed or allowed from time to time by the Board of Directors.

                                  ARTICLE VI

                               Indemnification

      1.    Third party actions.  The Corporation shall indemnify any person who
            was or is a party or is threatened to be made a party to any
            threatened, pending or completed action, suit or proceeding, whether
            civil, criminal, administrative, or investigative (other than an
            action by or in the right of the Corporation) by reason of the fact
            that he 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 another Corporation,
            partnership, joint venture, trust or other enterprise, against
            expenses (including attorneys' fees), judgments, by him in
            connection with such action, suit or proceeding if he acted in good
            faith and in a manner he reasonably believed to be in or not opposed
            to the best interests of the Corporation, and, with respect to any
            criminal action or proceeding, had no reasonable cause to believe
            his conduct was unlawful.  The termination of any action, suit or
            proceeding by judgment, order, settlement, conviction, or upon a
            plea of nolo contendere or its equivalent, shall not of itself
            create a presumption that the person did not act in good faith and
            in a manner which he reasonably believed to be in or not opposed to
            the best interests of the Corporation, and, with respect to any
            criminal action or proceeding, had reasonable cause to believe that
            his conduct was unlawful.

      2.    Derivative Actions.  The Corporation shall indemnify any person who
            was or is a party or is threatened to be made a party to any
            threatened, pending or completed action or suit by or in the right
            of the Corporation to procure a judgment in its favor by reason of
            the fact that he 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 another
            Corporation, partnership, joint venture, trust, or other enterprise
            against expenses (including attorneys' fees) actually and reasonably
            incurred by him in connection with the defense or settlement of such
            action or suit if he acted in good faith and in a manner he
            reasonably believed to be in or not opposed to the best interests of
            the Corporation, except that no indemnification shall be made in
            respect of any claim, issue, or matter as to which such person shall
            have been adjudged to be liable for negligence or misconduct in the
            performance of his duty to the Corporation unless and only to the
            extent that the court in which such action or suit was brought shall
            determine upon application that, despite the adjudication of
            liability and in view


                                      13
<PAGE>


            of all the circumstances of the case, such person is fairly and
            reasonably entitled to indemnity for such expenses which such court
            shall deem proper.

      3.    Extent of Indemnification. To the extent that a director, officer,
            employee or agent of the Corporation has been successful on the
            merits or otherwise in defense of any action, suit or proceeding
            referred to in sections 1 and 2 of this Article VI, or in defense of
            any claim, issue or matter therein, he shall be indemnified against
            expenses (including attorneys' fees) actually and reasonably
            incurred by him in connection therewith.

      4.    Determination.  Any indemnification under sections 1 and 2 of this
            Article VI (unless ordered by a court) shall be made by the
            Corporation only as authorized in the specific case upon a
            determination that indemnification of the officer, director and
            employee or agent is proper in the circumstances because he has met
            the applicable standard of conduct set forth in sections 1 and 2 of
            this Article VI. Such determination shall be made (a) by the Board
            of Directors by a majority vote of a quorum consisting of directors
            who were not parties to such action, suitor proceeding, or (b) if
            such a quorum is not obtainable, or, even if obtainable, a quorum of
            disinterested directors so directs, by independent legal counsel in
            a written opinion, or (c) by the affirmative vote of the holders of
            a majority of the shares of stock entitled to vote and represented
            at a meeting called for such purpose.

      5.    Payment in Advance. Expenses incurred in defending a civil or
            criminal action, suit or proceeding may be paid by the Corporation
            in advance of the final disposition of such action, suit or
            proceeding as authorized by the Board of Directors as provided in
            Section 4 of this Article VI upon receipt of an undertaking by or on
            behalf of the director, officer, employee or agent to repay such
            amount unless it shall ultimately be determined that he is entitled
            to be indemnified by the Corporation as authorized in this Article
            VI.

      6.    Insurance.  The Board of Directors may exercise the Corporation's
            power to purchase and maintain insurance on behalf of 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 another Corporation,
            partnership, joint venture, trust or other enterprise against any
            liability asserted against him and incurred by him in any such
            capacity, or arising out of his status as such, whether or not the
            Corporation would have the power to indemnify him against such
            liability hereunder or otherwise.

      7.    Other Coverage.  The indemnification provided by this Article VI
            shall not be deemed exclusive of any other rights to which those
            seeking indemnification may be entitled under the Articles of
            Incorporation, these Bylaws, agreement, vote of stockholders or
            disinterested directors, the Colorado Corporation Code, 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,
            employee or agent and shall inure to the benefit of the heirs and
            personal representatives of such a person.


                                      14
<PAGE>

                                 ARTICLE VII

 Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies

      1.    Execution of Instruments.  The President or any Vice President shall
            have power to execute and deliver on behalf and in the name of the
            Corporation any instrument requiring the signature of an officer of
            the Corporation, except as otherwise provided in these Bylaws or
            where the execution and delivery thereof shall be expressly
            delegated by the Board of Directors to some other officer or agent
            of the Corporation.  Unless authorized so to do by these Bylaws or
            by the Board of Directors, no officer, agent or employee shall have
            any power or authority to bind the Corporation in any way, to pledge
            its credit or to render it liable pecuniarily for any purpose or in
            any amount.

      2.    Loans.  No loan shall be contracted on behalf of the Corporation,
            and no evidence of indebtedness shall be issued, endorsed or
            accepted in its name, unless authorized by the Board of Directors or
            a standing committee designated by the Board of Directors so to act.
            Such authority may be general or confined to specific instances.
            When so authorized, the officer or officers thereunto authorized may
            effect loans at any time for the Corporation from any bank or other
            entity and for such loans may execute and deliver promissory notes
            or other evidences of indebtedness of the Corporation, and when
            authorized as aforesaid, as security for the payment of any and all
            loans (and any obligations incident thereto) of the Corporation, may
            mortgage, pledge, or otherwise encumber any real or personal
            property, or any interest therein, at any time owned or held by the
            Corporation, and to that end may execute and deliver such
            instruments as may be necessary or proper in the premises.

      3.    Checks and Endorsements. All checks, drafts or other orders for the
            payment of money, obligations, notes or other evidences of
            indebtedness, bills of lading, warehouse receipts, trade
            acceptances, and other such instruments shall be signed or endorsed
            by such officers or agents of the Corporation as shall from time to
            time be determined by resolution of the Board of Directors, which
            resolution may provide for the use of facsimile signatures.

      4.    Deposits.  All funds of the Corporation not otherwise employed shall
            be deposited from time to time to the Corporation's credit in such
            banks or other depositories as shall from time to time be determined
            by resolution of the Board of Directors, which resolution may
            specify the officers or agents of the Corporation who shall have the
            power, and the manner in which such power shall be exercised, to
            make such deposits and to endorse, assign and deliver for collection
            and deposit checks, drafts and other orders for the payment of money
            payable to the Corporation or its order.

      5.    Proxies. Unless otherwise provided by resolution adopted by the
            Board of Directors, the President or any Vice President may from
            time to time appoint one or more agents or attorneys in fact of the
            Corporation, in the name and on behalf of the Corporation, to cast
            the votes which the Corporation may be entitled to cast as the
            holder of stock or other securities in any other Corporation,
            association or

                                      15

<PAGE>



            other entity any of whose stock or other securities may be held by
            the Corporation, at meetings of the holders of the stock or other
            securities of such other Corporation, association or other entity,
            or to consent in writing, in the name of the Corporation as such
            holder, to any action by such other Corporation, association or
            other entity, and may instruct the person or persons so appointed as
            to the manner of casting such votes or giving such consent, and may
            execute or cause to be executed in the name and on behalf of the
            Corporation and under its corporate seal, or otherwise, all such
            written proxies or other instruments as he may deem necessary or
            proper in the premises.

                                 ARTICLE VIII

                               Shares of Stock

      1.    Certificates of Stock.  Every holder of stock of the Corporation
            shall be entitled to have a certificate certifying the number of
            shares owned by him in the Corporation and designating the class of
            stock to which such shares belong, which shall otherwise be in such
            form as is required by law and as the Board of Directors shall
            prescribe.  Each such certificate shall be signed by the President
            or a Vice President and the Treasurer or any Assistant Treasurer or
            the Secretary or any Assistant Secretary of the Corporation;
            provided, however, that where such certificate is signed or
            countersigned by a transfer agent or registrar (other than the
            Corporation or any employee of the Corporation) the signatures of
            such officers of the Corporation may be in facsimile form.  In case
            any officer of the Corporation who shall have signed, or whose
            facsimile signature shall have been placed on, any certificate shall
            cease for any reason to be such officer before such certificate
            shall have been issued or delivered by the Corporation, such
            certificate may nevertheless be issued and delivered by the
            Corporation as though the person who signed such certificate, or
            whose facsimile signature shall have been placed thereon, had not
            ceased to be such officer of the Corporation.

      2.    Record. A record shall be kept of the name of each person or other
            entity holding the stock represented by each certificate for shares
            of the Corporation issued, the number of shares represented by each
            such certificate, and the date thereof, and, in the case of
            cancellation, the date of cancellation. The person or other entity
            in whose name shares of stock stand on the books of the Corporation
            shall be deemed the owner thereof, and thus a holder of record of
            such shares of stock. For all purposes as regards the Corporation.

      3.    Transfer of Stock. Transfers of shares of the stock of the
            Corporation shall be made only on the books of the Corporation by
            the registered holder thereof, or by his attorney thereunto
            authorized, and on the surrender of the certificate or certificates
            for such shares properly endorsed.

      4.    Transfer Agents and Registrars; Regulations. The Board of Directors
            may appoint one or more transfer agents or registrars with respect
            to shares of stock of the Corporation. The Board of Directors may
            make rules and regulations as it may deem expedient, not
            inconsistent with these Bylaws, concerning the issue, transfer and
            registration of certificates for shares of the stock of the
            Corporation.

                                      16

<PAGE>


      5.    Lost, Destroyed or Mutilated Certificates.  The holder of any
            certificate representing shares of stock of the Corporation shall
            immediately notify the Corporation of any loss or destruction of the
            certificate representing the same. The Corporation may issue a new
            certificate in the place of any certificate previously issued by it,
            alleged to have been lost or destroyed.  On production of such
            evidence of loss or destruction as the Board of Directors in its
            discretion may require, the owner of the lost or destroyed
            certificate, or his legal representatives, to give the Corporation a
            bond in such sum as the Board may direct, and with such surety or
            sureties as may be satisfactory to the Board to indemnify the
            Corporation against any claims, loss, liability or damage it may
            suffer on account of the issuance of the new certificate.  A new
            certificate may be issued without requiring any such evidence or
            bond when, in the judgment of the Board of Directors, it is proper
            to do so.

                                  ARTICLE IX

                                Corporate Seal

      1.    Corporate Seal. The corporate seal shall be in such form, as shall
            be approved by resolution of the Board of Directors. Said seal may
            be used by causing it or a facsimile thereof to be impressed or
            affixed or in any other manner reproduced. The impression of the
            seal may be made and attested by either the Secretary or an
            Assistant Secretary for the authentication of contracts or other
            papers requiring the seal.

                                  ARTICLE X

                                 Fiscal Year

      1.    Fiscal Year.  The fiscal year of the Corporation shall be such year
            as shall be established by the Board of Directors.

                                  ARTICLE XI

                         Corporate Books and Records

      1.    Corporate Books.  The books and records of the Corporation may be
            kept within or without the State of Colorado at such place or places
            as may be from time to time designated by the Board of Directors.

      2.    Addresses of Stockholders. Each shareholder shall furnish to the
            Secretary of the Corporation or the Corporation's transfer agent an
            address to which notices from the Corporation, including notices of
            meetings, may be directed and if any shareholder shall fail so to
            designate such an address, it shall be sufficient for any such
            notice to be directed to such shareholder at his address last known
            to the Secretary or transfer agent.

      3.    Record Date.  In lieu of closing the stock ledger of the
            Corporation, the Board of Directors may fix, in advance, a date not
            exceeding sixty (60) days, nor less then

                                      17

<PAGE>


            ten (10) days, as the record date for the determination of
            stockholders entitled to receive notice of, or to vote at, any
            meeting of stockholders, or to consent to any proposal without a
            meeting, or for the purposes of determining stockholders entitled to
            receive payment of any dividends or allotment of any rights, or for
            the purpose of any other action. If no record date is fixed, the
            record date for the determination of stockholders entitled to notice
            of or to vote at a meeting of stockholders shall be at the close of
            business on the day next preceding the day on which notice is given,
            or, if no notice is given, the day preceding the day on which the
            meeting is held; the record date for determining stockholders for
            any other purpose shall be at the close of business on the day on
            which the resolution of the directors relating thereto is adopted.
            When a determination of stockholders of record entitled to notice of
            or to vote at any meeting of stockholders has been made as provided
            for herein, such determination shall apply to any adjournment
            thereof, unless the directors fix a new record date for the
            adjourned meeting.

      4.    Audits of Books and Accounts.  The corporation's books and accounts
            shall be audited at such times and by such auditors as shall be
            specified and designated by resolution of the Board of Directors.

                                 ARTICLE XII

                               Emergency Bylaws

      1.    Emergency Bylaws.  The Board of Directors may adopt emergency Bylaws
            in accordance with and pursuant to the provisions therefor from time
            to time set forth in the Colorado Corporation code.

                                 ARTICLE XIII

                                  Amendments

      1.    Amendments.  All Bylaws of the Corporation shall be subject to
            alteration, amendment or repeal, and new bylaws may be added, by the
            affirmative vote of a majority of a quorum of the members of the
            Board of Directors at any regular or special meeting.


The undersigned directors have adopted the foregoing Bylaws as the initial
Bylaws of Global Entertainment Holdings/Equities, Inc.





                                      18
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(D)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of Earliest Event Reported):
                                  July 15, 2002
                                  -------------

                  GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

                                    Colorado
                                    --------
                 (State or other jurisdiction of incorporation)

            0-27637                                  47-0811483
            -------                                  ----------
     (Commission File Number)              (IRS Employer Identification No.)

               501 Brickell Key Drive, Suite 603, Miami, FL 33131
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                  305-374-2036
                                  ------------
              (Registrant's telephone Number, including area code)
Item 5.     Other Events.

      On July 15, 2002, the Board of Directors of Global Entertainment
Holdings/Equities, Inc. (the "Corporation") adopted amendments to its bylaws
pursuant to Colorado law and the provisions of its bylaws. The amendments
adopted by the Corporation are as follows:

      1.    The title of the bylaws of the Corporation was amended from "Bylaws
      of Masadi Resources, Inc." to read "Bylaws of Global Entertainment
      Holdings/Equities, Inc."

      2.    Article II, Section 2 of the bylaws entitled, "Stockholders'
      Meetings; Special Meetings" was amended to read as follows:

      "Special Meetings. Special meetings of stockholders may be called by the
      President or by the Board of Directors for any purpose or purposes, unless
      otherwise prescribed by statute or by the Articles of Incorporation.
      Special meetings of stockholders shall be called by the President or by
      the Secretary upon the request of holders of not less than twenty percent
      (20%) of the number of shares of outstanding stock of the Corporation
      entitled to vote at the meeting, if such request states the proper purpose
      of such special meeting is to address one or more of the following
      actions, or if the Board of Directors decides that any other purpose so
      requested is a proper business purpose:

      o To adopt or amend articles of incorporation;
      o To approve and adopt a Plan of Merger;
      o To approve a change of name;
      o To appoint or remove directors;
      o To fill a vacancy on the board of directors;
      o To approve dissolution of the Corporation; and
      o To sell assets of the Corporation constituting more than ten percent
        (10%) of the total assets of the Corporation and its consolidated
        subsidiaries.

      Individual stockholders may request no more than two (2) special meetings
      per calendar year, and all costs incurred by the Corporation associated
      with the calling and holding of any special meeting shall be borne by such
      stockholder(s). No special meeting may be requested within ninety (90)
      days of an annual stockholders meeting or an already announced special
      meeting. Business transacted at any special meeting of stockholders shall
      be limited to the purpose or purposes stated in the notice."

      3.    Article III, Section 2 of the bylaws entitled, "Board of Directors;
      Number and Qualification" was amended to read as follows:

      "The Board of Directors shall consist of not less than two (2) nor more
      than nine (9) members, unless and until otherwise determined by a vote of
      a majority of the entire Board of Directors. Any person who has been
      convicted of a felony within the preceding twenty (20) years is not
      eligible to serve as a member of the Board of Directors."

                                      2
4.    Article V, Section 1 of the bylaws entitled, "Officers; Election and
      Tenure" was amended to read as follows:

      "The Board of Directors annually shall elect a President, a Secretary, and
      a Treasurer. The Board of Directors may also elect or appoint such Vice
      Presidents, other officers and assistant officers as may be determined by
      the Board of Directors. The Board of Directors may delegate to any such
      officer the power to appoint or remove subordinate officers, agents, or
      employees. Each officer so elected or appointed shall continue in office
      until his successor shall be elected or appointed and shall qualify, or
      until his earlier death, resignation or removal. Any person who has been
      convicted of a felony within the preceding twenty (20) years is not
      eligible to serve as an officer or an assistant officer."

A complete copy of the Corporation's bylaws, as amended, is attached hereto as
an exhibit.

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated this 25th day of September, 2002.

                                    Global Entertainment Holdings/Equities, Inc.

                                    By:   /S/ Bryan Abboud
                                          -------------------------------------
                                          Bryan Abboud, Chief Executive Officer

                                      3
INDEX TO EXHIBITS

EXHIBIT           PAGE
NO.               NO.         DESCRIPTION
---               ---         -----------

3(ii)             5           Bylaws of Global Entertainment Holdings/Equities,
                              Inc., as amended.

                                      4
BYLAWS

                                      OF

                 GLOBAL ENTERTAINMENT HOLDINGS/EQUITIES, INC.

                                  ARTICLE I

                                   Offices

      1.    Business Offices.  The principal office of the Corporation shall be
            located at 501 Brickell Key Drive, Suite 603, Miami, Florida 33131,
            and the Corporation may have one or more offices at such place or
            places within or without the U. S. continent as the Board of
            Directors may from time to time determine or as the business of the
            Corporation may require.

      2.    Registered Office.  The registered office of the Corporation shall
            be as set forth in the Articles of Incorporation, unless changed as
            provided by the Colorado Corporation Code.

                                  ARTICLE II

                            Stockholders' Meetings

      1.    Annual Meetings. The annual meetings of stockholders for the
            election of directors to succeed those whose terms expire and for
            the transaction of such other business as may come before the
            meeting shall be held within six (6) months after the close of the
            fiscal year of the Corporation, for the purposes of electing
            directors, and transacting such other business as may properly come
            before the meeting.

      2.    Special Meetings.  Special meetings of stockholders may be called by
            the President or by the Board of Directors for any purpose or
            purposes, unless otherwise prescribed by statute or by the Articles
            of Incorporation. Special meetings of stockholders shall be called
            by the President or by the Secretary upon the request of holders of
            not less than twenty percent (20%) of the number of shares of
            outstanding stock of the Corporation entitled to vote at the
            meeting, if such request states the proper purpose of such special
            meeting is to address one or more of the following actions, or if
            the Board of Directors decides that any other purpose so requested
            is a proper business purpose:

            o To adopt or amend articles of incorporation;
            o To approve and adopt a Plan of Merger;
            o To approve a change of name;
            o To appoint or remove directors;
            o To fill a vacancy on the board of directors;
            o To approve dissolution of the Corporation; and

                                      5
o     To sell assets of the Corporation constituting more than ten
                  percent (10%) of the total assets of the Corporation and its
                  consolidated subsidiaries.

            Individual stockholders may request no more than two (2) special
            meetings per calendar year, and all costs incurred by the
            Corporation associated with the calling and holding of any special
            meeting shall be borne by such stockholder(s). No special meeting
            may be requested within ninety (90) days of an annual stockholders
            meeting or an already announced special meeting. Business transacted
            at any special meeting of stockholders shall be limited to the
            purpose or purposes stated in the notice."

      3.    Place of Meetings.  Meetings of stockholders shall be held at such
            place or places as may be designated from time to time by the Board
            of Directors.

      4.    Notice of Meetings.  Except as otherwise provided by statute, notice
            of each meeting of stockholders, whether annual or special, shall be
            given not less than ten (10) nor more than sixty (60) days prior
            thereto to each shareholder entitled to vote there at by delivering
            written or printed notice thereof to such shareholder personally or
            by depositing the same in the United States mail, postage prepaid,
            directed to the shareholder at his address as it appears on the
            stock transfer books of the Corporation; provided, however, that if
            the authorized shares of the Corporation are proposed to be
            increased, at least thirty (30) days notice in like manner shall be
            given.  The notice of all meetings shall state the place, day and
            hour thereof.  The notice of a special meeting shall, in addition,
            state the purposes thereof.

            (a)   Notice of any meeting need not be given to any person who may
                  become a stockholder of record after the mailing of such
                  notice and prior to the meeting, or to any stockholder who
                  attends such meeting, in person or by proxy, or signed waiver
                  of notice either before or after such meeting. Notice of any
                  adjourned meeting of stockholders need not be given, unless
                  otherwise required by statute.

      5.    Voting List.  At least ten (10) days before every meeting of
            stockholders, a complete list of the shareholders entitled to vote
            there at or any adjournment thereof, arranged in alphabetical order,
            showing the address of each shareholder and the number of shares
            registered in the name of each, shall be prepared by the officer or
            agent of the Corporation who has charge of the stock transfer books
            of the Corporation.  Such list shall be open at the principal office
            of the Corporation to the inspection of any shareholder during usual
            business hours for a period of at least ten (10) days prior to such
            meeting.  Such list shall also be produced and kept at the time and
            place of the meeting during the whole time thereof and subject to
            the inspection of any shareholder who may be present.

      6.    Organization.  The President or Vice President shall call meetings
            of stockholders to order and act as chairman of such meetings.  In
            the absence of said officers, any shareholder entitled to vote
            thereat, or any proxy of any such shareholder, may call the meetings
            to order and a chairman shall be elected by a majority of the
            stockholders entitled to vote thereat.  In the absence of the
            Secretary and

                                      6
Assistant Secretary of the Corporation, any person appointed by the
            chairman shall act as secretary of such meetings.

      7.    Agenda and Procedure.  The Board of Directors shall have the
            responsibility of establishing an agenda for each meeting of
            stockholders, subject to the rights of stockholders to raise matters
            for consideration which may otherwise properly be brought before the
            meeting although not included within the agenda.  The chairman shall
            be charged with the orderly conduct of all meetings of stockholders;
            provided, however, that in the event of any difference in opinion
            with respect to the proper course of action which cannot be resolved
            by reference to statute, the Articles of Incorporation or these
            Bylaws, Robert's Rule of Order (as last revised) shall govern the
            disposition of the matter.

      8.    Quorum.  (a)  Except as otherwise provided herein, or by statute, or
            in the Certificate of Incorporation (such certificate and any
            amendments thereof being hereinafter collectively referred to as the
            "Certificate of Incorporation"), at all meetings of stockholders of
            the Corporation, the presence at the meetings of stockholders of the
            Corporation, presence at the commencement of such meetings in person
            or by proxy of stockholders holding of record a majority of the
            total number of shares of the Corporation then issued and
            outstanding and entitled to vote, shall be necessary and sufficient
            to constitute a quorum for the transaction of any business.  The
            withdrawal of any stockholder after the commencement of a meeting
            shall have no effect on the existence of a quorum, after a quorum
            has been established at such meeting.

            (b)   Despite the absence of a quorum at any annual or special
                  meeting of stockholders, the stockholders, by a majority of
                  the votes cast by the holders of shares entitled to vote
                  thereat, may adjourn the meeting.

      9.    Adjournment. When a meeting is for any reason adjourned to another
            time or place, notice need not be given of the adjourned meeting if
            the time and place thereof are announced at the meeting at which the
            adjournment is taken. At the adjourned meeting any business may be
            transacted which might have been transacted at the original meeting.

      10.   Voting. (a) Each shareholder shall at every meeting of stockholders,
            or with respect to corporate action which may be taken without a
            meeting, be entitled to one vote for each share of stock having
            voting power held of record by such shareholder on the record date
            designated therefor pursuant to section 3 of Article XI of these
            Bylaws (or the record date established pursuant to statute in the
            absence of such designation); provided that the cumulative system of
            voting for the election of directors or for any other purpose shall
            not be allowed.

            (b)   Each shareholder so entitled to vote at a meeting of
                  stockholders, or to express consent or dissent to corporate
                  action in writing without a meeting, may vote or express such
                  consent or dissent in person or may authorize another person
                  or persons to vote or act for him by proxy executed in writing
                  by such shareholder (or by his duly authorized attorney in
                  fact) and delivered to the secretary of the meeting (or if
                  there is

                                      7
no meeting to the Secretary of the Corporation); provided that
                  no such proxy shall be voted or acted upon after eleven (11)
                  months from the date of its execution, unless such proxy
                  expressly provides for a longer period.

            (c)   When a quorum is present at any meeting of stockholders, the
                  vote of the holders of a majority of the shares of stock
                  having voting power present in person or represented by proxy
                  shall decide any question brought before such meeting, unless
                  the question is one upon which by express provision of a
                  statute, or the Articles of Incorporation, or these Bylaws, a
                  different vote is required, in which case such express
                  provision shall govern and control the decision on such
                  question.

      11.   Inspectors.  The chairman of the meeting may at any time appoint one
            (1) inspector to serve at a meeting of the stockholders.  Such
            inspectors shall decide upon the qualifications of voters, including
            the validity of proxies, accept and count the votes for and against
            the questions presented, report the results of such votes, and
            subscribe and deliver to the secretary of the meeting a certificate
            stating the number of shares of stock issued and outstanding and
            entitled to vote thereon and the number of shares voted for and
            against the questions presented. The inspectors need not be
            stockholders of the Corporation, and any director or officer of the
            Corporation may be an inspector on any question other than a vote
            for or against his election to any position with the Corporation or
            on any other question in which he may be directly interested.

                                 ARTICLE III

                              Board of Directors

      1.    Election and Tenure. The business and affairs of the Corporation
            shall be managed by a Board of Directors who shall be elected at the
            annual meetings of stockholders by plurality vote. Each director
            shall be elected to serve and to hold office until the next
            succeeding annual meeting and until his successor shall be elected
            and shall qualify, or until his earlier death, resignation or
            removal.

      2.    Number and Qualification. The Board of Directors shall consist of
            not less than two (2) nor more than nine (9) members, unless and
            until otherwise determined by a vote of a majority of the entire
            Board of Directors. Any person who has been convicted of a felony
            within the preceding twenty (20) years is not eligible to serve as a
            member of the Board of Directors.

      3.    Organization Meetings.  As soon as practicable after each annual
            election of directors, the Board of Directors shall meet for the
            purpose of organization, selection of a Chairman of the Board,
            election of officers and the transaction of any other business.

      4.    Regular Meetings.  Regular meetings of the Board of Directors shall
            be held at such time or times as may be determined by the Board of
            Directors and specified in the notice of such meeting.

                                      8
5.    Special Meetings.  Special meetings of the Board of Directors may be
            called by the Chairman of the Board or the President and shall be
            called by the President or Secretary on the written request of any
            two (2) directors.

      6.    Place of Meetings. Any meeting of the Board of Directors may be held
            at such place or places as shall from time to time be determined by
            the Board of Directors or fixed by the Chairman of the Board and as
            shall be designated in the notice of the meeting.

      7.    Notice of Meetings.  Notice of each meeting of directors, whether
            organizational, regular or special, shall be given to each director.
            If such notice is given either (a) by delivering written or printed
            notice to a director personally or (b) by telephone personally to
            such director, it shall be so given at least two (2) days prior to
            the meeting.  If such notice is given either (a) by depositing a
            written or printed notice in the United States mail, postage
            prepaid, or (b) by transmitting a cable or telegram or facsimile in
            all cases directed to such director at his residence or place of
            business, it shall be so given at least four (4) days prior to the
            meeting.  The notice of all meetings shall state the place, date and
            hour thereof, but need not, unless otherwise required by statute,
            state the purpose or purposes thereof.

      8.    Election. Except as may otherwise be provided herein or in the
            Certificate of Incorporation by way of cumulative voting rights the
            members of the Board of Directors of the Corporation, who need not
            be stockholders, shall be elected by a majority of the votes cast at
            a meeting of stockholders, by the holders of shares of stock present
            in person or by proxy, entitled to vote in the election.

      9.    Quorum. A majority of the number of directors fixed by paragraph 2
            of this Article III shall constitute a quorum at all meetings of the
            Board of Directors, and the vote of a majority of the directors
            present at a meeting at which a quorum is present shall be the act
            of the Board of Directors. In the absence of a quorum at any such
            meeting, a majority of the directors present may adjourn the meeting
            from time to time without further notice, other than announcement at
            the meeting, until a quorum shall be present.

      10.   Organization, Agenda and Procedure. The Chairman of the Board or in
            his absence any director chosen by a majority of the directors
            present shall act as chairman of the meetings of the Board of
            Directors. In the absence of the Secretary and Assistant Secretary,
            any person appointed by the chairman shall act as secretary of such
            meetings. The agenda of and procedure for such meetings shall be as
            determined by the Board of Directors.

      11.   Resignation. Any director of the Corporation may resign at any time
            by giving written notice of his resignation to the Board of
            Directors, to the Chairman of the Board, the President, any Vice
            President or the Secretary of the Corporation. Such resignation
            shall take effect at the date of receipt of such notice or at any
            later time specified therein and, unless otherwise specified
            therein, the acceptance of such resignation shall not be necessary
            to make it effective.

                                      9
12.   Removal.  Except as otherwise provided in the Articles of
            Incorporation or in these Bylaws, any director may be removed,
            either with or without cause, at any time, by the affirmative vote
            of the holders of a majority of the issued and outstanding shares of
            stock entitled to vote for the election of directors of the
            Corporation given at a special meeting of the stockholders called
            and held for such purpose.  The vacancy in the Board of Directors
            caused by any such removal may be filled by such stockholders at
            such meeting or, if the stockholders at such meeting shall fail to
            fill such vacancy, by the Board of Directors as provided in
            paragraph 12 of this Article III.

      13.   Vacancies.  Except as provided in paragraph 11 of this Article III,
            any vacancy occurring for any reason in the Board of Directors may
            be filled by the affirmative vote of a majority of the directors
            then in office, though less than a quorum of the Board of Directors.
            Any directorship to be filled by the affirmative vote of a majority
            of the directors then in office or by an election at an annual
            meeting or at a special meeting of stockholders called for that
            purpose.  A director elected to fill a vacancy shall be elected for
            the unexpired term of his predecessor in office and shall hold
            office until the expiration of such term and until his successor
            shall be elected and shall qualify or until his earlier death,
            resignation or removal.  A director chosen to fill a position
            resulting from an increase in the number of directors shall hold
            office until the next annual meeting of stockholders and until his
            successor shall be elected and shall qualify, or until his earlier
            death, resignation or removal.

      14.   Executive Committee. The Board of Directors, by resolution adopted
            by a majority of the number of directors fixed by paragraph 2 of
            this Article III, may designate two (2) or more directors to
            constitute an executive committee, which committee, to the extent
            provided in such resolution, shall have and may Corporation.

      15.   Compensation of Directors. Each director may be allowed such amount
            per annum or such fixed sum for attendance at each meeting of the
            Board of Directors or any meeting of an executive committee, or
            both, as may be from time to time fixed by resolution of the Board
            of Directors, together with reimbursement for the reasonable and
            necessary expenses incurred by such director in connection with the
            performance of his duties. Nothing herein contained shall be
            construed to preclude any other capacity and receiving proper
            compensation therefor.

      16.   Duties and Powers. The Board of Directors shall be responsible for
            the control and management of the affairs, property and interests of
            the Corporation and may exercise all powers of the Corporation,
            except as are in the Certificate of Incorporation or by statute
            expressly conferred upon or reserved to the stockholders.

                                      10
ARTICLE IV

                    Waiver of Notice and Action by Consent

      1.    Waiver of Notice.  Whenever any notice whatever is required to be
            given under the provisions of a statute or of the Articles of
            Incorporation, or by these Bylaws, a waiver thereof either in
            writing signed by the person entitled to said notice (or such
            person's agent or attorney in fact thereunto authorized) or by
            telegraph, cable, facsimile or any other available method, whether
            before, at or after the time stated therein, or the appearance of
            such person or persons at such meeting in person or by proxy (except
            for the sole purpose of challenging the propriety of the meeting),
            shall be deemed equivalent to such notice.

      2.    Action Without a Meeting. Any action required or which may be taken
            at a meeting of the directors, stockholders or members of any
            executive committee of the Corporation, may be taken without a
            meeting if a consent in writing, setting forth the action so taken,
            shall be signed by all of the directors, stockholders, or members of
            the executive committee, as the case may be, entitled to vote with
            respect to the subject matter thereof.

                                  ARTICLE V

                                   Officers

      1.    Election and Tenure.  The Board of Directors annually shall elect a
            President, a Secretary, and a Treasurer.  The Board of Directors may
            also elect or appoint such Vice Presidents, other officers and
            assistant officers as may be determined by the Board of Directors.
            The Board of Directors may delegate to any such officer the power to
            appoint or remove subordinate officers, agents, or employees. Each
            officer so elected or appointed shall continue in office  until his
            successor shall be elected or appointed and shall qualify, or until
            his earlier death, resignation or removal. Any person who has been
            convicted of a felony within the preceding twenty (20) years is not
            eligible to serve as an officer or an assistant officer.

      2.    Resignation, Removal and Vacancies.  Any officer may resign at any
            time by giving written notice thereof to the Board of Directors or
            to the President.  Such resignation shall take effect on the date
            specified therein and no acceptance of the same shall be necessary
            to render the same effective.  Any officer may at any time be
            removed the by the affirmative vote of a majority of the number of
            directors specified in section 2 of Article III of these Bylaws, or
            by an executive committee thereunto duly authorized.  If any office
            becomes vacant for any reason, the vacancy may be filled by the
            Board of Directors.  An Officer appointed to fill a vacancy shall be
            appointed for the unexpired term of his predecessor in office and
            shall continue in office until his successor shall be elected or
            appointed and shall qualify, or until his earlier death, resignation
            or removal.

                                      11
3.    President. The President shall be the chief executive officer of the
            Corporation. He shall preside at all meetings of the stockholders
            and shall have general and active management of the business of the
            Corporation. He shall see that all orders and resolutions of the
            Board of Directors are carried into effect and in general shall
            perform all duties as may from time to time be assigned to him by
            the Board of Directors.

      4.    Vice President.  The Vice President shall perform such duties and
            possess such powers as from time to time may be assigned to them by
            the Board of Directors or by the President.  In the absence of the
            President or in the event of his inability or refusal to act, the
            vice president (or in the event there be more than one vice
            president, the vice presidents in the order designated, or in the
            absence of any designation, then in the order of their election or
            appointment) shall perform the duties of the President and when so
            performing shall have all the powers of and be subject to all the
            restrictions upon the President.

      5.    Secretary.  The Secretary shall perform such duties and shall have
            such powers as may from time to time be assigned to him by the Board
            of Directors or the President.  In addition, the Secretary shall
            perform such duties and have such powers as are incident to the
            office of Secretary, including without limitation the duty and power
            to give notice of all meetings of stockholders and the Board of
            Directors, to attend such meetings and keep a record of the
            proceedings, and to be custodian of corporate records and the
            corporate seal and to affix and attest to the same on documents, the
            execution of which on behalf of the Corporation is authorized by
            these Bylaws or by the action of the Board of Directors.

      6.    Treasurer.  The Treasurer shall perform such duties and shall have
            such powers as may from time to time be assigned to him by the Board
            of Directors or the President.  In addition, the Treasurer shall
            perform such duties and have such powers as are incident to the
            office of Treasurer, including without limitation the duty and power
            to keep and be responsible for all funds and securities of the
            Corporation, to deposit funds of the Corporation in depositories
            selected in accordance with these Bylaws, disburse such funds as
            ordered by the Board of Directors, making proper accounts thereof,
            and shall render as required by the Board of Directors statements of
            all such transactions as Treasurer and of the financial condition of
            the Corporation.

      7.    Assistant Secretaries. The Assistant Secretaries shall perform such
            duties and possess such powers as from time to time shall be
            assigned to them by the Board of Directors, the President or the
            Secretary. In the absence, inability or refusal to act of the
            Secretary, the Assistant Secretaries in the order determined by the
            Board of Directors shall perform the duties and exercise the powers
            of the Secretary.

      8.    Assistant Treasurers. The Assistant Treasurers shall perform such
            duties and possess such powers as from time to time shall be
            assigned to them by the Board of Directors, the President, or the
            Treasurer. In the absence, inability or refusal to act of the
            Treasurer, the Assistant Treasurers in the order determined by the
            Board of Directors shall perform the duties and exercise the powers
            of the Treasurer.

                                      12
9.    Bond of Officers. The Board of Directors may require any officer to
            give the Corporation a bond in such sum and with such surety or
            sureties as shall be satisfactory to the Board of Directors for such
            terms and conditions as the Board of Directors may specify,
            including without limitation for the faithful performance of his
            duties and for the restoration to the Corporation of all property in
            his possession or under his belonging to the Corporation.

      10.   Salaries.  Officers of the Corporation shall be entitled to such
            salaries, emoluments, compensation or reimbursement as shall be
            fixed or allowed from time to time by the Board of Directors.

                                  ARTICLE VI

                               Indemnification

      1.    Third party actions.  The Corporation shall indemnify any person who
            was or is a party or is threatened to be made a party to any
            threatened, pending or completed action, suit or proceeding, whether
            civil, criminal, administrative, or investigative (other than an
            action by or in the right of the Corporation) by reason of the fact
            that he 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 another Corporation,
            partnership, joint venture, trust or other enterprise, against
            expenses (including attorneys' fees), judgments, by him in
            connection with such action, suit or proceeding if he acted in good
            faith and in a manner he reasonably believed to be in or not opposed
            to the best interests of the Corporation, and, with respect to any
            criminal action or proceeding, had no reasonable cause to believe
            his conduct was unlawful.  The termination of any action, suit or
            proceeding by judgment, order, settlement, conviction, or upon a
            plea of nolo contendere or its equivalent, shall not of itself
            create a presumption that the person did not act in good faith and
            in a manner which he reasonably believed to be in or not opposed to
            the best interests of the Corporation, and, with respect to any
            criminal action or proceeding, had reasonable cause to believe that
            his conduct was unlawful.

      2.    Derivative Actions.  The Corporation shall indemnify any person who
            was or is a party or is threatened to be made a party to any
            threatened, pending or completed action or suit by or in the right
            of the Corporation to procure a judgment in its favor by reason of
            the fact that he 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 another
            Corporation, partnership, joint venture, trust, or other enterprise
            against expenses (including attorneys' fees) actually and reasonably
            incurred by him in connection with the defense or settlement of such
            action or suit if he acted in good faith and in a manner he
            reasonably believed to be in or not opposed to the best interests of
            the Corporation, except that no indemnification shall be made in
            respect of any claim, issue, or matter as to which such person shall
            have been adjudged to be liable for negligence or misconduct in the
            performance of his duty to the Corporation unless and only to the
            extent that the court in which such action or suit was brought shall
            determine upon application that, despite the adjudication of
            liability and in view

                                      13
of all the circumstances of the case, such person is fairly and
            reasonably entitled to indemnity for such expenses which such court
            shall deem proper.

      3.    Extent of Indemnification. To the extent that a director, officer,
            employee or agent of the Corporation has been successful on the
            merits or otherwise in defense of any action, suit or proceeding
            referred to in sections 1 and 2 of this Article VI, or in defense of
            any claim, issue or matter therein, he shall be indemnified against
            expenses (including attorneys' fees) actually and reasonably
            incurred by him in connection therewith.

      4.    Determination.  Any indemnification under sections 1 and 2 of this
            Article VI (unless ordered by a court) shall be made by the
            Corporation only as authorized in the specific case upon a
            determination that indemnification of the officer, director and
            employee or agent is proper in the circumstances because he has met
            the applicable standard of conduct set forth in sections 1 and 2 of
            this Article VI. Such determination shall be made (a) by the Board
            of Directors by a majority vote of a quorum consisting of directors
            who were not parties to such action, suitor proceeding, or (b) if
            such a quorum is not obtainable, or, even if obtainable, a quorum of
            disinterested directors so directs, by independent legal counsel in
            a written opinion, or (c) by the affirmative vote of the holders of
            a majority of the shares of stock entitled to vote and represented
            at a meeting called for such purpose.

      5.    Payment in Advance. Expenses incurred in defending a civil or
            criminal action, suit or proceeding may be paid by the Corporation
            in advance of the final disposition of such action, suit or
            proceeding as authorized by the Board of Directors as provided in
            Section 4 of this Article VI upon receipt of an undertaking by or on
            behalf of the director, officer, employee or agent to repay such
            amount unless it shall ultimately be determined that he is entitled
            to be indemnified by the Corporation as authorized in this Article
            VI.

      6.    Insurance.  The Board of Directors may exercise the Corporation's
            power to purchase and maintain insurance on behalf of 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 another Corporation,
            partnership, joint venture, trust or other enterprise against any
            liability asserted against him and incurred by him in any such
            capacity, or arising out of his status as such, whether or not the
            Corporation would have the power to indemnify him against such
            liability hereunder or otherwise.

      7.    Other Coverage.  The indemnification provided by this Article VI
            shall not be deemed exclusive of any other rights to which those
            seeking indemnification may be entitled under the Articles of
            Incorporation, these Bylaws, agreement, vote of stockholders or
            disinterested directors, the Colorado Corporation Code, 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,
            employee or agent and shall inure to the benefit of the heirs and
            personal representatives of such a person.

                                      14
ARTICLE VII

 Execution of Instruments; Loans; Checks and Endorsements; Deposits; Proxies

      1.    Execution of Instruments.  The President or any Vice President shall
            have power to execute and deliver on behalf and in the name of the
            Corporation any instrument requiring the signature of an officer of
            the Corporation, except as otherwise provided in these Bylaws or
            where the execution and delivery thereof shall be expressly
            delegated by the Board of Directors to some other officer or agent
            of the Corporation.  Unless authorized so to do by these Bylaws or
            by the Board of Directors, no officer, agent or employee shall have
            any power or authority to bind the Corporation in any way, to pledge
            its credit or to render it liable pecuniarily for any purpose or in
            any amount.

      2.    Loans.  No loan shall be contracted on behalf of the Corporation,
            and no evidence of indebtedness shall be issued, endorsed or
            accepted in its name, unless authorized by the Board of Directors or
            a standing committee designated by the Board of Directors so to act.
            Such authority may be general or confined to specific instances.
            When so authorized, the officer or officers thereunto authorized may
            effect loans at any time for the Corporation from any bank or other
            entity and for such loans may execute and deliver promissory notes
            or other evidences of indebtedness of the Corporation, and when
            authorized as aforesaid, as security for the payment of any and all
            loans (and any obligations incident thereto) of the Corporation, may
            mortgage, pledge, or otherwise encumber any real or personal
            property, or any interest therein, at any time owned or held by the
            Corporation, and to that end may execute and deliver such
            instruments as may be necessary or proper in the premises.

      3.    Checks and Endorsements. All checks, drafts or other orders for the
            payment of money, obligations, notes or other evidences of
            indebtedness, bills of lading, warehouse receipts, trade
            acceptances, and other such instruments shall be signed or endorsed
            by such officers or agents of the Corporation as shall from time to
            time be determined by resolution of the Board of Directors, which
            resolution may provide for the use of facsimile signatures.

      4.    Deposits.  All funds of the Corporation not otherwise employed shall
            be deposited from time to time to the Corporation's credit in such
            banks or other depositories as shall from time to time be determined
            by resolution of the Board of Directors, which resolution may
            specify the officers or agents of the Corporation who shall have the
            power, and the manner in which such power shall be exercised, to
            make such deposits and to endorse, assign and deliver for collection
            and deposit checks, drafts and other orders for the payment of money
            payable to the Corporation or its order.

      5.    Proxies. Unless otherwise provided by resolution adopted by the
            Board of Directors, the President or any Vice President may from
            time to time appoint one or more agents or attorneys in fact of the
            Corporation, in the name and on behalf of the Corporation, to cast
            the votes which the Corporation may be entitled to cast as the
            holder of stock or other securities in any other Corporation,
            association or

                                      15
other entity any of whose stock or other securities may be held by
            the Corporation, at meetings of the holders of the stock or other
            securities of such other Corporation, association or other entity,
            or to consent in writing, in the name of the Corporation as such
            holder, to any action by such other Corporation, association or
            other entity, and may instruct the person or persons so appointed as
            to the manner of casting such votes or giving such consent, and may
            execute or cause to be executed in the name and on behalf of the
            Corporation and under its corporate seal, or otherwise, all such
            written proxies or other instruments as he may deem necessary or
            proper in the premises.

                                 ARTICLE VIII

                               Shares of Stock

      1.    Certificates of Stock.  Every holder of stock of the Corporation
            shall be entitled to have a certificate certifying the number of
            shares owned by him in the Corporation and designating the class of
            stock to which such shares belong, which shall otherwise be in such
            form as is required by law and as the Board of Directors shall
            prescribe.  Each such certificate shall be signed by the President
            or a Vice President and the Treasurer or any Assistant Treasurer or
            the Secretary or any Assistant Secretary of the Corporation;
            provided, however, that where such certificate is signed or
            countersigned by a transfer agent or registrar (other than the
            Corporation or any employee of the Corporation) the signatures of
            such officers of the Corporation may be in facsimile form.  In case
            any officer of the Corporation who shall have signed, or whose
            facsimile signature shall have been placed on, any certificate shall
            cease for any reason to be such officer before such certificate
            shall have been issued or delivered by the Corporation, such
            certificate may nevertheless be issued and delivered by the
            Corporation as though the person who signed such certificate, or
            whose facsimile signature shall have been placed thereon, had not
            ceased to be such officer of the Corporation.

      2.    Record. A record shall be kept of the name of each person or other
            entity holding the stock represented by each certificate for shares
            of the Corporation issued, the number of shares represented by each
            such certificate, and the date thereof, and, in the case of
            cancellation, the date of cancellation. The person or other entity
            in whose name shares of stock stand on the books of the Corporation
            shall be deemed the owner thereof, and thus a holder of record of
            such shares of stock. For all purposes as regards the Corporation.

      3.    Transfer of Stock. Transfers of shares of the stock of the
            Corporation shall be made only on the books of the Corporation by
            the registered holder thereof, or by his attorney thereunto
            authorized, and on the surrender of the certificate or certificates
            for such shares properly endorsed.

      4.    Transfer Agents and Registrars; Regulations. The Board of Directors
            may appoint one or more transfer agents or registrars with respect
            to shares of stock of the Corporation. The Board of Directors may
            make rules and regulations as it may deem expedient, not
            inconsistent with these Bylaws, concerning the issue, transfer and
            registration of certificates for shares of the stock of the
            Corporation.

                                      16
5.    Lost, Destroyed or Mutilated Certificates.  The holder of any
            certificate representing shares of stock of the Corporation shall
            immediately notify the Corporation of any loss or destruction of the
            certificate representing the same. The Corporation may issue a new
            certificate in the place of any certificate previously issued by it,
            alleged to have been lost or destroyed.  On production of such
            evidence of loss or destruction as the Board of Directors in its
            discretion may require, the owner of the lost or destroyed
            certificate, or his legal representatives, to give the Corporation a
            bond in such sum as the Board may direct, and with such surety or
            sureties as may be satisfactory to the Board to indemnify the
            Corporation against any claims, loss, liability or damage it may
            suffer on account of the issuance of the new certificate.  A new
            certificate may be issued without requiring any such evidence or
            bond when, in the judgment of the Board of Directors, it is proper
            to do so.

                                  ARTICLE IX

                                Corporate Seal

      1.    Corporate Seal. The corporate seal shall be in such form, as shall
            be approved by resolution of the Board of Directors. Said seal may
            be used by causing it or a facsimile thereof to be impressed or
            affixed or in any other manner reproduced. The impression of the
            seal may be made and attested by either the Secretary or an
            Assistant Secretary for the authentication of contracts or other
            papers requiring the seal.

                                  ARTICLE X

                                 Fiscal Year

      1.    Fiscal Year.  The fiscal year of the Corporation shall be such year
            as shall be established by the Board of Directors.

                                  ARTICLE XI

                         Corporate Books and Records

      1.    Corporate Books.  The books and records of the Corporation may be
            kept within or without the State of Colorado at such place or places
            as may be from time to time designated by the Board of Directors.

      2.    Addresses of Stockholders. Each shareholder shall furnish to the
            Secretary of the Corporation or the Corporation's transfer agent an
            address to which notices from the Corporation, including notices of
            meetings, may be directed and if any shareholder shall fail so to
            designate such an address, it shall be sufficient for any such
            notice to be directed to such shareholder at his address last known
            to the Secretary or transfer agent.

      3.    Record Date.  In lieu of closing the stock ledger of the
            Corporation, the Board of Directors may fix, in advance, a date not
            exceeding sixty (60) days, nor less then

                                      17
ten (10) days, as the record date for the determination of
            stockholders entitled to receive notice of, or to vote at, any
            meeting of stockholders, or to consent to any proposal without a
            meeting, or for the purposes of determining stockholders entitled to
            receive payment of any dividends or allotment of any rights, or for
            the purpose of any other action. If no record date is fixed, the
            record date for the determination of stockholders entitled to notice
            of or to vote at a meeting of stockholders shall be at the close of
            business on the day next preceding the day on which notice is given,
            or, if no notice is given, the day preceding the day on which the
            meeting is held; the record date for determining stockholders for
            any other purpose shall be at the close of business on the day on
            which the resolution of the directors relating thereto is adopted.
            When a determination of stockholders of record entitled to notice of
            or to vote at any meeting of stockholders has been made as provided
            for herein, such determination shall apply to any adjournment
            thereof, unless the directors fix a new record date for the
            adjourned meeting.

      4.    Audits of Books and Accounts.  The corporation's books and accounts
            shall be audited at such times and by such auditors as shall be
            specified and designated by resolution of the Board of Directors.

                                 ARTICLE XII

                               Emergency Bylaws

      1.    Emergency Bylaws.  The Board of Directors may adopt emergency Bylaws
            in accordance with and pursuant to the provisions therefor from time
            to time set forth in the Colorado Corporation code.

                                 ARTICLE XIII

                                  Amendments

      1.    Amendments.  All Bylaws of the Corporation shall be subject to
            alteration, amendment or repeal, and new bylaws may be added, by the
            affirmative vote of a majority of a quorum of the members of the
            Board of Directors at any regular or special meeting.

The undersigned directors have adopted the foregoing Bylaws as the initial
Bylaws of Global Entertainment Holdings/Equities, Inc.

                                      18