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0003.txt

BY-LAWS  OF WESTERN MAGNESIUM CORP.













WESTERN MAGNESIUM CORP.

BY-LAWS



ARTICLE I

OFFICES



     Section 1. The principal office shall be located in Chula Vista,

California.



     Section 2. The corporation may also have offices at such other places both

within and without the State of California as the board of directors may from

time to time determine or the business of the corporation may require.



ARTICLE II

ANNUAL MEETINGS OF SHAREHOLDERS



     Section 1. All meetings of shareholders for the election of directors shall

be held in Chula Vista, State of California, at such place as may be fixed from

time to time by the board of directors.



     Section 2. Annual meetings of shareholders, commencing with the year 1977,

shall be held on the 15th day of January if not a legal holiday, and if a legal

holiday, then on the next secular day following, at 10:00 A. M., at which they

shall elect by a plurality vote a board of directors, and transact such other

business as may properly be brought before the meeting.



     Section 3. Written or printed notice of the annual meeting stating the

place, day and hour of the meeting shall be given to each shareholder entitled

to vote thereat not less than ten days before the date of the meeting.



ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS



     Section 1. Special meetings of shareholders for any purpose other than the

election of directors may be held at such time and place within or without the

State of California as shall be stated in the notice of the meeting or in a duly

executed waiver of notice thereof.



     Section 2. Special meetings of the shareholders, for any purpose or

purposes, unless otherwise prescribed by statute or by the articles of

incorporation, may be called by the president, the board of directors, or the

holders of not less than one-fifth of all the shares entitled to vote at the

meeting.



     Section 3. Written or printed notice of a special meting of shareholders,

stating the time, place and purpose or purposes thereof, shall be given to each

shareholder entitled to vote thereat, at least five days before the date fixed

for the meeting.



     Section 4. The business transacted at any special meeting of shareholders

shall be limited to the purposes stated in the notice.



ARTICLE IV

QUORUM AND VOTING OF STOCK



     Section 1. The holders of a majority of the shares of stock issued and

outstanding and entitled to vote, represented in person or by proxy, shall

constitute a quorum at all meetings of the shareholders for the transaction of

business except as otherwise provided by statute or by the articles of

incorporation. If, however, such quorum shall not be present or represented at

any meeting of the shareholders, the shareholders present in person or

represented by proxy shall have power to adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum shall be

present or represented. At such adjourned meeting at which a quorum shall be

present or represented any business may be transacted which might have been

transacted at the meeting as













originally notified.



     Section 2. If a quorum is present, the affirmative vote of a majority of

the shares of stock represented at the meeting shall be the act of the

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