BYLAWS

                                       of



                              IOC - BOONVILLE, INC.



                                    ARTICLE I

                                  STOCKHOLDERS



     Section 1.01 Annual Meeting. An annual meeting of the stockholders of the

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corporation shall be held at 2:00 o'clock in the afternoon on the second

Thursday of November in each year, commencing after the first anniversary of

incorporation, but if such date is a legal holiday, then on the next succeeding

business day, for the purpose of electing directors of the corporation to serve

during the ensuing year and for the transaction of such other business as may

properly come before the meeting. If the election of the directors is not held

on the day designated herein for any annual meeting of the stockholders, or at

any adjournment thereof, the president shall cause the election to be held at a

special meeting of the stockholders as soon thereafter as is convenient.



     Section 1.02 Special Meetings.

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          (a) Special meetings of the stockholders may be called by the Chairman

of the Board of Directors ("Chairman") or the president and shall be called by

the Chairman, the president or the Board of Directors at the written request of

the holders of not less than 51% of the voting power of any class of the

corporation's stock entitled to vote.



          (b) No business shall be acted upon at a special meeting except as set

forth in the notice calling the meeting, unless one of the conditions for the

holding of a meeting without notice set forth in Section 1.05 shall be

satisfied, in which case any business may be transacted and the meeting shall be

valid for all purposes.



     Section 1.03 Place of Meetings. Any meeting of the stockholders of the

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corporation may be held at its registered office in the State of Nevada or at

such other place in or out of the United States as the Board of Directors may

designate. A waiver of notice signed by stockholders entitled to vote may

designate any place for the holding of such meeting.



     Section 1.04 Notice of Meetings.

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          (a) The president, a vice president, the secretary, an assistant

secretary or any other individual designated by the Board of Directors shall

sign and deliver written notice of any meeting at least ten (10) days, but not

more than sixty (60) days, before the date of such meeting. The notice shall

state the place, date and time of the meeting and the purpose or purposes for

which the meeting is called.



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          (b) In the case of an annual meeting, any proper business may be

presented for action, except that action on any of the following items shall be

taken only if the general nature of the proposal is stated in the notice:



               (1) Action with respect to any contract or transaction between

the corporation and one or more of its directors or officers or between the

corporation and any corporation, firm or association in which one or more of the

corporation's directors or officers is a director or officer or is financially

interested;



               (2) Adoption of amendments to the Articles of Incorporation; or



               (3) Action with respect to a merger, share exchange,

reorganization, partial or complete liquidation, or dissolution of the

corporation.



          (c) A copy of the notice shall be personally delivered or mailed

postage prepaid to each stockholder of record entitled to vote at the meeting at

the address appearing on the records of the corporation, and the notice shall be

deemed delivered the date the same is deposited in the United States mail for

transmission to such stockholder. If the address of any stockholder does not

appear upon the records of the corporation, it will be sufficient to address any

notice to such stockholder at the registered office of the corporation.



          (d) The written certificate of the individual signing a notice of

meeting, setting forth the substance of the notice or having a copy thereof

attached, the date the notice was mailed or personally delivered to the

stockholders and the addresses to which the notice was mailed, shall be prima

facie evidence of the manner and fact of giving such notice.



          (e) Any stockholder may waive notice of any meeting by a signed

writing, either before or after the meeting.



     Section 1.05 Meeting Without Notice.

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          (a) Whenever all persons entitled to vote any meeting consent, either

by:



               (1) A writing on the records of the meeting or filed with the

secretary;



or



               (2) Presence at such meeting and oral consent entered on the

minutes;



or



               (3) Taking part in the deliberations at such meeting without

objection;



the doings of such meeting shall be as valid as if had at a meeting regularly

called and noticed.



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          (b) At such meeting any business may be transacted which is not

excepted from the written consent or to the consideration of which no objection

for want of notice is made at the time.



          (c) If any meeting be irregular for want of notice or of such consent,

provided a quorum was present at such meeting, the proceedings of the meeting

may be ratified and approved and rendered likewise valid and the irregularity or

defect therein waived by a writing signed by all parties having the right to

vote at such meeting.



          (d) Such consent or approval may be by proxy or power of attorney, but

all such proxies and powers of attorney must be in writing.



     Section 1.06 Determination of Stockholders of Record.

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          (a) For the purpose of determining the stockholders entitled to notice

of and to vote at any meeting of stockholders or any adjournment thereof, or to

express consent to corporate action in writing without a meeting, or entitled to

receive payment of any distribution or the allotment of any rights, or entitled

to exercise any rights in respect of any change, conversion, or exchange of

stock or for the purpose of any other lawful action, the directors may fix, in

advance, a record date, which shall not be more than sixty (60) days nor less

than ten (10) days before the date of such meeting, nor more than sixty (60)

days prior to any other action.



          (b) If no record date is fixed, the record date for determining

stockholders: (i) entitled to notice of and 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 notice is waived, at the close of business on the day

next preceding the day on which the meeting is held; (ii) entitled to express

consent to corporate action in writing without a meeting shall be the day on

which the first written consent is expressed; and (iii) for any other purpose

shall be at the close of business on the day on which the Board of Directors

adopts the resolution relating thereto. A determination of stockholders of

record entitled to notice of or to vote at any meeting of stockholders shall

apply to any adjournment of the meeting; provided, however, that the Board of

Directors may fix a new record date for the adjourned meeting.



     Section 1.07 Quorum; Adjourned Meetings.

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          (a) Unless the Articles of Incorporation provide for a different

proportion, stockholders holding at least a majority of the voting power of the

corporation's stock, represented in person or by proxy, are necessary to

constitute a quorum for the transaction of business at any meeting. If, on any

issue, voting by classes is required by the laws of the State of Nevada, the

Articles of Incorporation or these Bylaws, at least a majority of the voting

power within each such class is necessary to constitute a quorum of each such

class.



          (b) If a quorum is not represented, a majority of the voting power so

represented may adjourn the meeting from time to time until holders of the

voting power required



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to constitute a quorum shall be represented. At any such adjourned meeting at

which a quorum shall be represented, any business may be transacted which might

have been transacted as originally called. When a stockholders' meeting is

adjourned to another time or place hereunder, 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. The stockholders present at a duly convened

meeting may continue to transact business until adjournment, notwithstanding the

withdrawal of enough stockholders to leave less than a quorum of the voting

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