BY - LAWS

                                       OF

                           BIOMASSE INTERNATIONAL INC.

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                       ARTICLE I - MEETING OF SHAREHOLDERS


Section 1. Annual  Meeting.  The annual  shareholder  meeting of the above named
corporation will be on the 31th day of March, of each year or at such other time
and place as designated by the Board of Directors of the above named corporation
provided that if said day falls on a Sunday or legal  holiday,  then the meeting
will be held on the first business day thereafter.  Business  transacted at said
meeting  will  include  the  election  of  the  directors  of  the  above  named
corporation.

Section 2. Special meeting.  Special  meetings of the shareholders  will be held
when directed by the President,  Board of Directors,  or the holders of not less
than 10 percent of all the shares  entitled to be cast on any issue  proposed to
be considered at the proposed special meeting;  provided that said persons sign,
date and deliver to the above named  corporation one or more written demands for
the  meeting  describing  the  purposes  for  which it is to be held.  A meeting
requested by  shareholders of the above named  corporation  will be called for a
date not less than 10 nor more than 60 days after the  request  is made,  unless
the shareholders requesting the meeting designate a later date. The call for the
meeting  will be  issued  by the  Secretary,  unless  the  President,  Board  of
Directors or shareholders  requesting the meeting designate another person to do
so.

Section 3. Place.  Meetings of shareholders  will be held at the principal place
of  business  of the  above  named  corporation  or at such  other  place  as is
desigated by the Board of Directors.

Section 4. Record Date and List of  Shareholders.  The Board of Directors of the
above named  corporation shall fix the record date;  however,  in no event may a
record date fixed by the Board of Directors be a date prior to the date on which
the resolution fixing the record date is adopted.

After  fixing a record  date for a  meeting,  the  Secretary  shall  prepare  an
alphabectical   list  of  the  names  of  all  the  above  named   corporation's
shareholders who are entitled to notice of a shareholders' meeting,  arranged by
voting group with the address of and the number and class and series, if any, of
shares held by each.  Said list shall be available for  inspection in accordance
with Florida Law.

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Section  5.  Notice.  Written  notice  stating  the  place,  day and hour of the
meeting,  and the purpose(s) for which said special  meeting is called,  will be
delivered  not less than 10 nor more than 60 days  before  the  meeting,  either
personally or by first class mail, by or at the direction of the President,  the
Secretary or the officer or persons  calling the meeting to each  shareholder of
record entitled to vote at such meeting.  If mailed,  such notice will be deemed
to be effective  when  deposited in the United  States mail and addressed to the
shareholder  at the  shareholder's  address as it appears on the stock  transfer
books of the above named corporation, with postage thereon prepaid.

The above named corporation shall notify each shareholder, entitled to a vote at
the  meeting,   of  the  date,  time  and  place  of  each  annual  and  special
shareholders'  meeting no fewer than 10 or more than 60 days  before the meeting
date.  Notice of a special  meeting  shall  describe the pupose(s) for which the
meeting is called. A shareholder may waive any notice required  hereunder either
before or after the date and time stated in the notice; however, the waiver must
be writing, signed by the shareholder entitled to the notice and be delivered to
the above  named  corporation  for  inclusion  in the  minutes  or filing in the
corporate records.

Section 6. Notice of Adjourned  Meeting.  When a meeting is adjourned to another
time or place,  it will not be  necessary  to give any  notice of the  adjourned
meeting  provided  that the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken. At such an adjourned
meeting,  any business may be transacted  that might have been transacted on the
original date of the meeting.  If, however,  a new record date for the adjourned
meeting is made or is require,  then, a notice of the adjourned  meeting will be
given on the new record date as provided in this Article to each  shareholder of
the record entitled to notice of such meeting.

Section 7.  Shareholder  Quorum and Voting.  Twenty percent (20 %) of the shares
entiltled to vote,  represented in person or by proxy,  will constitute a quorum
at a meeting of shareholders.

If a quorum, as herein defined,  is present,  the affirmative vote of a majority
of the shares  represented  at the meeting  and  entitled to vote on the subject
matter thereof will be the act of the shareholders  unless otherwise provided by
law.

Section 8. Voting of Shares. Each outstanding share will be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders.

Section 9. Proxies. A shareholder may vote either in person or by proxy provided
that any and all proxies  are  exectued  in writing by  shareholder  or his duly
authorized  attorney-in-fact.  No proxy will be valid  after the  duration of 11
months from the date thereof unless otherwise provided in the proxy.

Section 10. Action by  Shareholders  Without a Meeting.  Any action  required or
permitted by law, these bylaws,  or the Articles of  Incorporation  of the above
named  corporation to be taken at any annual or special  meeting of shareholders
may be taken  without  a  meeting,  without  prior  notice  and  without a vote,
provided  that the action is taken by the holders of  outstanding  stock of each
voting group entitled to vote thereon having not less than the minimum number of

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votes with respect to each voting group that would be necessary to authorized or
take such action at a meeting at which all voting groups and shares  entitled to
vote thereon were present and voted, as provided by law. The foregoing action(s)
shall be evidenced by written  consents  describing the action taken,  dated and
signed by approving  shareholders  having the requisite  number of votes of each
voting  group  entitled  to  vote  thereon  and  delivered  to the  above  named
corporation in accordance  with Florida Law. Within 10 days after obtaining such
authorization  by written consent,  notice shall be given to those  shareholders
who have not  consented in writing or who are not entitled to vote.  Said notice
shall fairly summarize the material features of the authorized action and if the
action  requires the providing of  dissenters'  rights,  said notice will comply
with the disclosure requirements pertaining to dissenters' rights of the Florida
Law.


                              Article II. Directors


Section 1.  Function.  All  corporate  powers,  business,  and  affairs  will be
exercised, managed and directed under the authority of the Board of Directors.

Section 2.  Qualification.  Directors must be natural persons of 18 years of age
or older but need not be residents of this state and need not be shareholders of
the above named corporation.

Section 3.  Compensation.  The Board of Directors will have authority to fix the
compensation for directors of the above named corporation.

Section 4. Presumption of Assent. A director of the above named  corporation who
is  present  at a  meeting  of the  Board of  Directors  at which  action on any
corporate  matter is taken will be presumed to have assented to the action taken
unless such  director  votes  against  such  action or  abstains  from voting in
respect thereto because of an asserted conflict of interest.

Section 5. Number.   The above named corporation will have three (3) directors.

Section 6. Election and Term. Each person named in the Articles of Incorporation
as a member of the  initial  Board of  Directors  will hold  office  until  said
directors  will have been  qualified and elected at the first annual  meeting of
shareholders,  or until said directors earlier resignation,  removal from office
of death.

At the  first  annual  meeting  of  shareholders  and  at  each  annual  meeting
thereafter,  the shareholders will elect directors to hold office until the next
annual  meeting.  Each  director  will hold  office  for a term for  which  said
director is elected until said director's  sucessor will have been qualified and
elected, said director's prior resignation,  said director's removal from office
or said director's death.

Section 7.  Vacancies.  Any vacancy  occuring in the Board of Directors  will be
filled by the affirmative  vote of twenty percent (20 %) of the  shareholders or
of the  remaining  directors  even  though  less  than a quorum  of the Board of
Directors.  A director elected to fill a vacancy will hold office only until the
next election of directors by the shareholders.

Section 8. Removal and  Resignation of Directors.  At a meeting of  shareholders
calles expressly for that purpose, any director or the entire Board of Directors
may be  removed,  with or  without  cause,  by a vote of the  holders  of twenty
percent (20 %) of the shares then entitled to vote at an election of directors.

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A director may resign at any time by delivering  written  notice to the Board of
Directors or its chairman or to the above named  corporation by and tough one of
its  officers.  Such a  resignation  is  effective  when the notice is delivered
unless a later effective date is specified in said notice.

Section 9. Quorum and Voting.  A majority  of the number of  directors  fixed by
these Bylaws shall constitute a quorum for the transaction of business.  The act
of a majority of the directors present at a meeting at which a quorum is present
will be the act of the Board of Directors.

Section 10. Executive and Other Committees. A resolution,  adopted by a majority
of the full  Board of  Directors,  may  designate  from  among  its  members  an
executive  committee and/or other  committee(s) which will have and may exercise
all the  authority  of the Board of  Directors  to the extent  provided  in such
resolution,  except as is provided by law. Each  committee must have two or more
members who serve at the pleasure of the Board of  Directors.  The board may, by
resolution adopted by a majority of the full Board of directors,  designate onne
or more  directors as  alternate  members of any such  committee  who may act in
place and  instead  of any  absent  member or  members  at any  meeting  of such
committee.

Section  11.  Place of  Meeting.  Special  or regular  meetings  of the Board of
Directors will be held within or without the State of Florida.

Section 12. Notice,  Time and Call of Meeting.  Regular meetings of the Board of
Directors  will be held without  notice on such dates as are  designated  by the
Board of Directors.  Written notice of the time and place of a special  meetings
of the Board of  Directors  will be given to each  director  by either  personal
delivery,  telegram or  cablegram at least two (2) days before the meeting or by
notice mailed to the director at least five (5) days before the meeting.

Notice of a meeting of the Board of Directors  need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting  will  constitute  a waiver of notice of such  meeting and
waiver of any and all  objections  to the place of the meeting,  the time of the
meeting,  or the manner in which it has been called or  convened,  except when a
director  states,  at  the  beginning  of  the  meeting,  any  objection  to the
transaction of business because the meeting is not lawfully called or convened.

Neither the  business to be  transacted  nor the purpose of,  regular or special
meetings of the Board of Directors  need be specified in the notice or waiver of
notice of such meeting.

A majority of the directors present,  whether or not a quorum exits, may adjourn
any meeting of the Board of Directors  to another time and place.  Notice of any
such  adjourned  meeting will be given to the  directors who were not present at
the time of the adjournment.

Meetings of the Board of  Directors  may be called by the Chairman of the Board,
the President of the above named corporation or any two directors.

Members of the Board of Directors may  participate in a meeting of such board by
means of a conference telephone or similar communications  equipment by means of
which all persons  participating  in the meeting can hear each other at the same
time.  Participation  by such means  shall  constitute  presence  in person at a
meeting.

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Section  13.  Action  Without a Meeting.  Any action  required  to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing,  setting forth the action to be so taken, signed by all
the directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the board or of the committee. Such consent
will have the same effect as a unanimous vote.


                              ARTICLE III. OFFICERS


Section 1. Officers.  The officers of the above named  corporation will consists
of a president, a vice president, a secretary and a treasurer, each of whom will
be elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed  necessary  may be elected or appointed by the Board
of  Directors  from time to time.  Any two or more  offices  may be held by same
person.

Section 2.  Duties.  The officers of the above named  corporation  will have the
following duties :

The  President  will  be  the  chief  executive   officer  of  the  above  named
corporation,  who generally and actively manages the business and affairs of the
above named  corporation  subject to the  directions  of the Board of Directors.
Said  officer  will  preside at all  meetings of the  shareholders  and Board of
Directors.

The Vice  President  will,  in the  event of the  absence  or  inability  of the
President to exercise his office,  become acting  president of the  organization
with all the  rights,  privileges  and  powers as if said  person  had been duly
elected president.

The Secretary  will have custody of, and maintain all of the  corporate  records
except the financial records.  Furthermore,  said person will record the minutes
of all meetings of the shareholders and Board of Directors,  send all notices of
meetings  and perform  such other  duties as may be  prescribed  by the Board of
Directors or the President.  Furthermore,  said officer shall be responsible for
authenticating records of the above named corporation.

The Treasurer shall retain custody of all corporate funds and financial records,
maintain  full and accurate  accounts of receipts and  disbursements  and render
accounts  thereof at the annual  meetings  of  shareholders  and  whenever  else
required by the Board of  Directors  or the  President,  and perform  such other
duties as may be prescribed by the Board of Directors or the President.

Section 3. Removal and  Resignation of Officers.  An officer or agent elected or
appointed  by the Board of  Directors  may be removed by the Board of  Directors
whenever  in  the  Board's  judment  the  best  interests  of  the  above  named
corporation will be served thereby.

Any  officer  may  resign at any time by  delivering  notice to the above  named
corporation.  Said  resignation  is effective  upon  delivery  unless the notice
specifies a later effective date.

Any vacancy in any office may be filled by the Board of Directors.

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                         ARTICLE IV. STOCK CERTIFICATES


Section 1.  Issuance.  Every  holder of share(s) in the above named  corporation
will be entitled to have a certificate  representing all share(s) to which he is
holder. No certificate  representing share(s) will be issued until such share(s)
is/are fully paid.

Section  2.  Form.  Certificates   representing  share(s)  in  the  above  named
corporation  will be signed by the President or Vice President and the Secretary
or an  Assistant  Secretary  and will be sealed with the seal of the above named
corporation.

Section 3. Transfer of stock. The above named  corporation will register a stock
certificate  presented for transfer if the  certificate is properly  endorsed by
the holder od record or by his duly authorized agent.

Section 4. Lost, Stolen, or Destroyed Certificates. If a shareholder claims that
a stock certificate  representing  shares issued and recorded by the above named
corporation has been lost or destroyed, a new certificate will be issued to said
shareholder,  provided that said shareholder  presents an affidavit claiming the
certificate of stock to be lost,  stolen or destroyed.  At the discretion of the
Board of Directors,  said shareholder may be required to deposit a bond or other
indemnity  in such  amount and with such  securities,  if any,  as the board may
require.


                          ARTICLE V. BOOKS AND RECORDS


Section  1.  Books  and  Records.  The above  named  corporation  shall  keep as
permanent  records  minutes of all  meetings  of its  shareholders  and Board of
Directors,  a  record  of all  actions  taken  by the  shareholders  of Board of
Directors without a meeting, and a record of all actions taken by a committee of
the Board of Directors in place of the Board of Directors on behalf of the above
named  corporation.  Furthermore,  the above named  corporation  shall  maintain
accurate  accounting  records.  Furthermore,  the above named  corporation shall
maintain the following :

(i) a record of its shareholders in a form that permits preparation of a list of
the names and addresses of all  shareholders in  alphabetical  order by class of
shares showing the number and series of shares held by each;

(ii)  the  above  named   corporation's   Articles   or  Restated   Articles  of
Incorporation and all amendments thereto currently in effect;

(iii) the above named corporation's Bylaws or Restated Bylaws and all amendments
thereto currently in effect;

(iv) resolutions  adopted by the Board of Directors creating one or more classes
or  series  of  shares  and  fixing  their  relative  rights,   preferences  and
limitations if shares issued pursuant to those resolutions are outstanding;

(v) the minutes of all  shareholders'  meetings and records of all actions taken
by shareholders without a meeting for the past three (3) years;

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(vi) written communications to all shareholders generally or all shareholders of
a class or  series  within  the past  three (3) years  including  the  financial
statements  furnished  for the past  three (3) years to  shareholders  as may be
required under Florida Law;

(vii) a list of the names  and  business  street  addresses  of the above  named
corporation's current directors and officers; and

(viii)  a copy of the  above  named  corporation's  most  recent  annual  report
delivered to the Department of State.

Any books,  records  and  minutes  may be in  written  form or in any other form
capable of being converted into written form.

Section 2.  Shareholder's  Inspection  Rights.  A shareholder of the above named
corporation  (including  a  beneficial  owner whose  shares are held in a voting
trust or a nominee on behalf of a beneficial owner) may inspect and copy, during
regular business hours at the above nemed corporation's principal office, any of
the corporate records required to be kept pursuant to Section 1, of this Article
of these  Bylaws,  if said  shareholder  gives to the  above  named  corporation
written notice of such demand at least five (5) business days before the date on
which  the  shareholder  wishes to  inspect  and copy.  The  foregoing  right of
inspection is subject however to such other restrictions as are applicable under
Florida Law,  including,  but not limited to, the inspection of certain  records
being  permitted only if the demand for inspection is made in good faith and for
a  proper  purpose  (as  well  as the  shareholder  describing  with  reasonable
particularity  the purpose and records  desired to be inspected and such records
are directly connected with the purpose).

Section  3.  Financial  Information.   Unless  modified  by  resolution  of  the
shareholders  within 120 days of the close of each fiscal year,  the above named
corporation shall furnish the shareholders annual financial statements which may
consolidated  or combined  statements of the above named  corporation and one or
more of its subsidiaries as appropriate,  that include a balance sheet as of the
end of the fiscal year, an income  statement  for that year,  and a statement of
cash flow for that year.  If financial  statements  are prepared on the basis of
generally  accepted  accounting  principles,  the annual  financial must also be
prepared on that basis. If the annual financial  statements are reported on by a
public accountant,  said accountant's report shall accompany said statements. If
said annual  financial  statements  are not reported on by a public  accountant,
then the statements  shall be accompanied by a statement of the president or the
person  responsible  for the above named  corporation's  accounting  records (a)
stating his reasonable  belief whether the statements were prepared on the basis
of generally accepted accounting  principles and if not, describing the basis of
preparation;  and (b) describing  any respects in which the statements  were not
prepared on a basis of accounting  consistent  with the statements  prepared for
the preceding  year.  The annual  financial  statements  shall be mailed to each
shareholder  of the above named  corporation  within 120 days after the close of
each fiscal year or within such  additional  time as is reasonably  necessary to
enable to the above named  corporation  to prepare same,  if, for reasons beyond
the above naed corporation's  control, said annual financial statement cannot be
prepared within the prescribed period.

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Section 4. Other  Reports to  Shareholders.  The above named  corporation  shall
report any  indemnification  or  advanced  expenses  to any  director,  officer,
employee,  or agent (for  indemnification  relating to  litigation or threatened
litigation) in writing to the shareholders with or before the notice of the next
shareholders'  meeting,  or  prior to such  meeting  if the  indemnification  or
advance  occurs  after  the  giving  of such  notice  but prior to the time such
meeting is held,  which report shall include a statement  specifying the persons
paid, the amounts paid, and the nature and status,  at the time of such payment,
of the litigation or threatened litigation.

Additionally, if the corporation issues or authorizes the issuance of shares for
promises to render  services in the future,  the above named  corporation  shall
report in writing to the shareholders the number of shares  authorized or issued
and the consideration  received by the above named  corporation,  with or before
the notice of the next shareholders' meeting.


                              ARTICLE VI. DIVIDENDS


The Board of Directors  of the above named  corporation  may,  from time to time
declare dividends on its shares in cash, property or its own shares, except when
the above named  corporation  is  insilvent  or when the payment  thereof  would
render the above named corporation insolvent, subject to Florida Law.


                           ARTICLE VII. CORPORATE SEAL


The Board of Directors  will provide a corporate  seal which will be in circular
form  enbossing  in nature and  stating  "Corporate  Seal",  "Florida",  year of
incorporation and name of said corporation.


                             ARTICLE VIII. AMENDMENT


These Bylaws may be altered,  amended or repealed,  and altered,  amended or new
Bylaws may be adopted by a majority vote of the full Board of Directors.

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