BYLAWS
OF
BETTING, INC.
Article I:  Offices
        The principal office of Betting, Inc. ("Corporation") in
the Sate of Nevada shall be located in Las Vegas, County of
Clark.  The Corporation may have such other offices, either
within or without the State of Nevada, as the Board of Directors
my designate or as the business of the Corporation my require
from time to time.
Article II:  Shareholders
Section 1.  Annual Meeting.  The annual meeting of the
shareholders shall be held during the first ten (10) days in the
month of June in each year, or on such other date during the
calendar year as may be designated by the Board of Directors.  If
the day fixed for the annual meeting shall be a legal holiday in
the Sate of Nevada, such meeting shall be held on the next
succeeding business day.  If the election of Directors shall be
held on the day designated herein for any annual meeting of the
shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as conveniently
may be.
Section 2.  Special Meetings.  Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the
request of the holders of not less than ten percent (10%) of all
the outstanding shares of the Corporation entitled to vote at the
meeting.
Section 3.  Place of Meeting.  The Board of Directors my
designate any place, either within our without the State of
Nevada, unless otherwise prescribed by statute, as the place of
meeting for any annual meeting or for any special meeting.  A
waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within our without the
State of Nevada, unless otherwise prescribed by statute, as the
place for the holding of such meeting.  If no designation is
made, the place of meeting shall be the principal office of the
Corporation.
Section 4.  Notice of Meeting.  Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called,
shall unless otherwise prescribed by statute, be delivered not
less than ten (10) nor more than sixty (60) days before the date
of the meeting, to each shareholder of record entitled to vote at
such meeting.  If mailed, such notice shall be deemed to be
delivered when deposited in the United States Mail, addressed to
the shareholder at his address as it appears on the stock
transfer books of the Corporation, with postage thereon prepaid.
Section 5.  Closing of Transfer Books or Fixing of Record.
For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment
thereof,
or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days.  If
the stock transfer books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least
fifteen (15) days immediately preceding such meeting.  In lieu of
closing the stock transfer books, the Board of Directors may fix
in advance a date as the record date for any such determination
of shareholders, such date in any case to be not more than thirty
(30) days and, in case of a meeting of shareholders, not less
than ten (10) days, prior to the date on which the particular
action requiring such determination of shareholders is to be
taken.  If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination  of shareholders.  When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof.
Section 6.  Voting Lists.  The officer or agent having charge
of the stock transfer books for shares of the Corporation shall
make a    complete list of shareholders entitled to vote at each
meeting of
shareholders or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each.
  Such lists shall be produced and kept open at the time and
  place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes
thereof.
Section 7.  Quorum.  A majority of the outstanding shares of
the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice.  At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.  The
shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 8.  Proxies.  At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by
the shareholder or by his or duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the Corporation
before or at the time of the meeting.  A meeting of the Board of
Directors my be had by means of telephone conference or similar
communications equipment by which all persons participating in
the meeting can hear each other, and participation in a meeting
under such circumstances shall constitute presence at the
meeting.
Section 10.  Voting of Shares by Certain Holders.  Shares
standing in the name of another Corporation may be voted by such
officer, agent or proxy as the Bylaws of such Corporation may
prescribe or, in the absence of such provision, as the Board of
Directors of such Corporation may determine.
Shares held by an administrator, executor, guardian or
conservator my be voted by him either in person or by proxy,
without a transfer of such shares into his name.  Shares standing
in the name of a trustee may be voted by him, either in person or
by proxy, but no trustee shall be entitled to vote shares held by
him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his name, if authority to do so be contained in an appropriate
order of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not
be voted  directly or indirectly, at any meeting, and shall not
be counted in determining the total number of outstanding shares
at any given time.
Section 11.  Informal Action by Shareholders.  Unless
otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to
vote with respect to the subject matter thereof.
Article III:  Board of Directors
Section 1.  General Powers.  The business and affairs of the
Corporation shall be managed by its Board of Directors.
Section 2.  Number, Tenure and Qualifications.  The number of
Directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one ( 1 ).  Each
Director shall hold office until the next annual meeting of
shareholder and until his successor shall have been elected and
qualified.
Section 3.  Regular Meetings.  A regular meeting of the Board
of Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual meeting
of shareholders.  The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
Section 4.  Special Meetings.  Special meetings of the Board
of Directors may be called by or at the request of the President
or any two Directors.  The person or persons authorized to call
special meetings of the Board of Directors may fix the place for
holding any special meeting of the Board of Directors called by
them.
Section 5.  Notice.  Notice of any special meeting shall be
given at least one (1) day previous thereto by written notice
delivered personally or mailed to each Director at his business
address, or by telegram.  If mailed, such notice shall be deemed
to be delivered when deposited in the United Sates mail so
addressed, with postage thereon prepaid.  If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company.  Any Directors
may waive notice of any meeting.  The attendance of a Director at
a meeting shall constitute a waiver of notice of such meeting,
except where a Director attends a meeting for the express purpose
of objecting to
the transaction of any business because the meeting is not
lawfully called or convened.
Section 6.  Quorum.  A majority of the number of Directors
fixed by Section 2 of the Article III shall constitute a quorum
for the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 7.  Manner of Acting.  The act of the majority of the
Directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors.
Section 8.  Action Without a Meeting.  Any action that may be
taken by the Board of Directors at a meeting may be taken without
a meeting if a consent in writing, setting forth the action so to
be taken, shall be signed before such action by all of the
Directors.
Section 9.  Vacancies.  Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of
the remaining Directors though less than a quorum of the Board of
Directors, unless otherwise provided by law.  A Director elected
to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.  Any Directorship to be filled by reason
of an increase in the number of Directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of Directors by the
shareholders.
Section 10.  Compensation.  By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a stated salary as a Director or a fixed sum for attendance
at each meeting of the Board of Directors or both.  No such
payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation thereof.
Section 11.  Presumption of Assent.  A Director of the
Corporation who is present at a meeting of the Board of Directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as
the Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in
favor of such action.
Article IV:  Officers
Section 1.  Number.  The officers of the Corporation shall be
a President, one or more Vice Presidents, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors.
 Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors,
including a Chairman of the Board.  In its discretion, the Board
of Directors may leave unfilled for any such period as it may
determine any office except those of President and Secretary.
Any two or more offices may be held by the same person.  Officers
may be Directors or shareholders of the Corporation.
Section 2.  Election and Term of Office.  The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first meeting
of the Board of Directors held after each annual meeting of the
shareholders.  If
the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be.
 Each officer shall hold office until his successor shall have
been duly elected and shall have qualified, or until his death,
or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3.  Removal.  Any officer or agent may be removed by
the Board of Directors whenever, in its judgement, the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Election or appointment of an
officer or agent shall not of itself create contract rights, and
such appointment shall be terminable at will.
Section 4.  Vacancies.  A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the Board of Directors for the unexpired portion of
the term.
Section 5.   President.  The President shall be the principal
executive officer of the Corporation and, subject to the control
of the Board of Directors, shall in general supervise and control
all of the business and affairs of the Corporation.  He shall,
when present, preside at all meetings of the shareholders and of
the Board of Directors, unless there is a Chairman of the Board,
in which case the Chairman shall preside.  He may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deed, mortgages, bonds, contract,
or other instruments which the Board of Directors has authorized
to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or
by there Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to
the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6.  Vice President.  In the absence of the President
or in the event of his death, inability or refusal to act, the
Vice President shall perform the duties of the President, and
when so acting, shall have all the powers of and be subject to
all the restrictions upon the President.  The Vice President
shall perform such other duties as from time to time may be
assigned to him by the President or by the Board of Directors,
If there is more than one Vice President, each Vice President
shall succeed to the duties of the President in order of rank as
determined by the Board of Directors.  If no such rank has been
determined, then each Vice President shall succeed to the duties
of the President in order of date of election, the earliest date
having the first rank.
Section 7.  Secretary.  The Secretary shall:  (a)  keep the
minutes of the Board of Directors in one or more minute books
provided for the purpose; (b)  see that all notices are duly
given in accordance with the  provisions of the Bylaws or as
required by law; (c)  be custodian of the corporate records and
of the seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized;
(d)  keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such
shareholder; (e)  sign with the President certificates for share
of the Corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation,
and (g) in general perform all duties incident to
the office of the Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of
Directors.
Section 8.  Treasurer.  The Treasurer shall:  (a)  have charge
and custody of and be responsible for all funds and securities of
the Corporation; (b)  receive and give receipts for moneys due
and payable to the Corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c)  in general
perform all of the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.  If required by the
Board of Directors, the Treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.
Section 9.  Salaries.  The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer
shall be prevented from receiving such salary by reason of the
fact that he is also a Director of the Corporation.
Article V:  Indemnity
Section 1.  Definitions.  For purposes of this Article,
"Indemnitee" shall mean each Director or Officer who was or is a
party to, or is threatened to be made a party to, or is otherwise
involved in, any Proceeding (as hereinafter defined), by reason
of the fact that he or she is or was a Director or Officer of
this Corporation or is or was serving in any capacity at the
request of this Corporation as a Director, Officer, employee,
agent, partner, or fiduciary of, or in any other capacity for,
another corporation, partnership, joint venture, trust, or other
enterprise. The term "Proceeding" shall mean any threatened,
pending or completed action or suit (including, without
limitation, an action, suit or proceeding by or in the right of
this Corporation), whether civil, criminal, administrative or
investigative.
Section 2.  Indemnification.  Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions
taken by him or her, and for all omissions (regardless of the
date of any such action or omission), to the fullest extent
permitted by Nevada law, against all expense, liability and loss
(including, without limitation, attorney fees, judgments, fines,
taxes, penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection
with any Proceeding.  Indemnification pursuant to this Section
shall continue as to an Indemnitee who has ceased to be a
Director or Officer and shall inure to the benefit of his or her
heirs, executors and administrators.  This Corporation may, by
action of its Board of Directors, and to the extent provided in
such action, indemnify employees and other persons as though they
were Indemnitees.  The rights to indemnification as provided in
this Article shall be nonexclusive of any other rights that any
person may have or hereafter acquire under an statute, provision
of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.
Section 3.  Financial Arrangements.  This Corporation may
purchase and maintain insurance or make other financial
arrangements on behalf of any person who is or was a Director,
Officer, employee or agent of this Corporation, or is or was
serving at the request of this Corporation in such capacity for
another corporation, partnership, joint venture, trust or other
enterprise for any liability asserted against him or her and
liability and expenses incurred by him or her in such capacity,
whether or not this
Corporation has the authority to indemnify him or her against
such liability and expenses.
The other financial arrangements which may be made by this
Corporation may include, but are not limited to, (a) creating a
trust fund; (b) establishing a program of self-insurance; (c)
securing its obligation of indemnification by granting a security
interest or other lien on any of this Corporation's assets, and
(d) establishing a letter of credit, guarantee or surety. No
financial arrangement made pursuant to this section may provide
protection for a person adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable for intentional misconduct, fraud, or a knowing violation
of law, except with respect to advancing expenses or
indemnification ordered by a court. Any insurance or other
financial arrangement made on behalf of a person pursuant to this
section may be provided by this Corporation or any other person
approved by the Board of Directors, even if all or part of the
other person's stock or other securities is owned by this
Corporation. In the absence of fraud:
(a)  the decision of the Board of Directors as to the
propriety of the terms and conditions of any insurance or other
financial arrangement made pursuant to this section, and the
choice of the person to provide the insurance or other financial
arrangement is conclusive; and
(b)  the insurance or other financial arrangement is not void or
voidable; does not subject any Director approving it to personal
liability for his action; and even if a Director approving the
insurance or other financial arrangement is a beneficiary of the
insurance or other financial arrangement.
Section 4.  Contract of Indemnification.  The provisions of
this Article relating to indemnification shall constitute a
contract between this Corporation and each of its Directors and
Officers, which may be modified as to any Director or Officer
only with that person's consent or as specifically provided in
this section. Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or amendment of
this Article which is adverse to any Director or Officer shall
apply to such Director or Officer only on a prospective basis and
shall not limit the rights of an Indemnitee to indemnification
with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other
provision of these Bylaws, no repeal or amendment of these Bylaws
shall affect any or all of this Article so as to limit or reduce
the indemnification in any manner unless adopted by (a) the
unanimous vote of the Directors of this Corporation then serving,
or (b) the stockholders as set forth in Article XII hereof;
provided that no such amendment shall have retroactive effect
inconsistent with the preceding sentence.
Section 5.  Nevada Law.  References in this Article to Nevada
law or to any provision thereof shall be to such law as it
existed on the date these Bylaws were adopted or as such law
thereafter may be changed; provided that (a) in the case of any
change which expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses
which this Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses
provided in this Corporation's Articles of Incorporation, these
Bylaws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this
Corporation, without the requirement of any further action by
stockholders or Directors, to limit further the liability of
Indemnitees or to provide broader indemnification rights or
rights to the advancement of expenses than this Corporation was
permitted to provide prior to such change, liability
thereupon shall be so limited and the rights to indemnification
and advancement of expenses shall be so broadened to the extent
permitted by law.  The Corporation shall indemnify its Directors,
officers and employees as follows:
Article VI:  Contracts, Loans, Checks, and Deposits
Section 1.  Contracts.  The Board of Directors may authorize
any office or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of and
on behalf of the Corporation, and such authority may be general
or confined to specific instances.
Section 2.  Loans.  No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued
in its name unless authorized by a resolution of the Board of
Directors.  Such authority may be general or confined to specific
instances.
Section 3.  Checks, Drafts, etc.  All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
Article VII: Certificates for Shares and Their Transfer
Section 1.  Certificates for Shares.  Certificates
representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors.  Such certificates
shall be signed by the President and by the Secretary or by such
other officers authorized by law and by the Board of Directors so
to do, and sealed with the corporate seal.  All certificates for
shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
Section 2.  Transfer of Shares.  Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate
for such shares.  The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes, Provided, however, that upon
any action undertaken by the shareholder to elect S Corporation
status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders agreement thereto restricting the transfer
of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws
so long
as said agreements is in force and effect.
Article VIII:  Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December of each year.
Article IX:  Dividends
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and condition provided by law and its
Articles of Incorporation.
Article X:  Corporate Seal
The Board of Directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the Corporation and the state of incorporation and the
words "Corporate Seal."
Article XI:  Waiver of Notice
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or Director of the
Corporation under the provision of the Articles of Incorporation
or under the provisions of the applicable Business Corporation
Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Article XII:  Amendments
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors, or by the shareholders
at any regular or special meeting of the shareholders.
The above Bylaws are certified to have been adopted by the
Board of Directors of the Corporation on the 14th day of May,
1999.
/s/     Thomas S. Hughes
Thomas S. Hughes, Director
/s/     Jack M. Hall
Jack M. Hall, Director
/s/     Diane Hewitt
Diane Hewitt, Director