BY LAWS OF POWER SAVE INTERNATIONAL, INC.

ARTICLE I - OFFICES 1
Section 1. Principal Office 1
Section 2. Other Offices 1
ARTICLE II - MEETINGS OF THE SHAREHOLDERS 1
Section 1. Place of Meetings 1
Section 2. Annual Meetings 1
Section 3. Special Meetings 2
Section 4. Voting List 2
Section 5. Quorum 3
Section 6. Adjourned Meeting and Notice Thereof 3
Section 7. Organization 3
Section 8. Order of Business 3
Section 9. Voting 4
Section 10. Consent of Absentees 4
Section 11. Action Without Meeting 5
Section 13. Inspectors of Election 5
ARTICLE III - DIRECTORS 6
Section 1. Powers 6
Section 2. Number, Election and Term of Office 7
Section 3. Qualification 7
Section 4. Vacancies 7
Section 5. Resignations 8
Section 6. Removal 8
Section 7. When Board May Declare Vacancies 8
Section 8. Place of Meeting 8
Section 9. Regular Meetings 8
Section 10. Special Meetings 9
Section 11. Notice of Special Meetings 9
Section 12. Waiver of Notice 9
Section 12. Proxies 9
Section 13. Quorum 9
Section 14. Adjournment 9
Section 15. Notice of Adjournment 10
Section 16. Fees and Compensation 10
Section 17. Manifestation of Dissent 10
Section 18. Action Without Meeting 10
ARTICLE IV - COMMITTEES 10
Section 1. Designation 10
Section 2. Meetings 10
Section 3. Quorum and Voting 11

Section 4. Waiver of Notice 11
Section 5. Removal 11
Section 6. Vacancies 11
Section 7. Action Without Meeting 11
ARTICLE V - OFFICERS 11
Section 1. Officers 11
Section 2. Election 11
Section 3. Subordinate Officers 12
Section 4. Removal and Resignation 12
Section 5. Vacancies 12
Section 6. Chairman of the Board 12
Section 7. President 12
Section 8. Executive Vice President 13
Section 9. Vice President 13
Section 10. Secretary 14
Section 11. Treasurer 14
Section 12. Delegation of Duties 15
ARTICLE VI - SHARES OF STOCK 15
Section 1. Certificates of Stock 15
Section 2. Record of Shareholders; Transfer of Shares 15
Section 3. Record Date and Closing Stock Books 16
Section 4. Registered Shareholders 16
Section 5. Lost Certificates 16
Section 6. Regulations; Appointment of Transfer Agents and Registrars 16
Section 7. Treasury Shares 16
Section 8. Fractional Shares 16
ARTICLE VII - EXECUTION OF INSTRUMENTS 17
Section 1. Contracts 17
Section 2. Checks and Drafts 17
Section 3. Deposits: Bank Accounts 17
Section 4. Loans 17
Section 5. Sale or Transfer of Securities Held by the Corporation 17
SECTION VIII - MISCELLANEOUS 18
Section 1. Fiscal Year 18
Section 2. Seal 18
Section 3. Annual Report 18
Section 4. Inspection of Corporation Records 18
Section 5. Dividends 18
ii

ARTICLE IX - NOTICES 19
Section 1. Form of Notices 19
Section 2. Waiver of Notice 19
ARTICLE X - AMENDMENTS 19
Section 1. Who May Amend 19
ARTICLE XI - INDEMNIFICATION 19
Section 1. Indemnification: Actions Other Than by the Corporation 19
Section 2. Indemnification: Actions by the Corporation 20
Section 3. Right to Indemnification 20
Section 4. Authorization of Indemnification 21
Section 5. Advance Indemnification 21
Section 6. Non-Exclusive Indemnification 21
Section 7. Insurance 21

BYLAWS

ARTICLE I - OFFICES

Section 1. Principal Office. The principal office for the transaction
of the business of the Corporation in Florida is hereby fixed and located at
13864 S W 90th Avenue, Unit LL 108, Miami, FL 33176. The Board of Directors is
hereby granted full power and authority to change the principal office from one
location to another in said county. Any change shall be noted in the Bylaws by
the Secretary, opposite this section, or this section may be amended to state
the new location. As used herein and through these Bylaws, the term "principal
office" shall not necessarily be deemed to refer to the Corporation's
registered office, although it may be the same location as the Corporation's
registered office.

Section 2. Other Offices. Branch or subordinate offices may at any time be
established by the Board of Directors at any place or places where the
Corporation is qualified to do business or the business of the Corporation may
require.

ARTICLE II - MEETINGS OF THE SHAREHOLDERS

Section 1. Place of Meetings. All annual meetings of shareholders and
all other meetings of shareholders shall be held either at the principal office
of the Corporation or at any other place within or without the State of Nevada
as may be designated either by the Board of Directors or by the written consent
of the shareholders entitled to vote at the meeting holding at least a majority
of shares entitled to vote. The vote may be given either before or after the
meeting and filed with the Secretary of the Corporation.

Section 2. Annual Meetings. The annual meetings of shareholders shall
be held on:

Second Friday of September.

provided, however, that should a meeting day fall on a legal holiday, the
annual meeting of . shareholders shall be held at the same time and place on
the next full business day. The annual meeting may be held at any other time
which may be designated in a resolution by the Board of Directors or by the
written consent of the shareholders entitled to vote, at the meeting holding at
least a majority of the shares entitled to vote. At the annual meeting,
directors shall be elected, reports of the affairs of the Corporation shall be
considered, and any other business may be transacted which is within the powers
of the shareholders to transact and which may be properly brought before the
meeting.

Written notice of each annual meeting shall be given to each
shareholder entitled to vote (unless call and notice is waived by the unanimous
consent of the shareholders), either personally or by mail or other means of
written communication, charges prepaid, addressed to the shareholders at their
addresses appearing on the books of the Corporation or given by them to the
Corporation for the purpose of notice. If a shareholder gives no address,
notice shall be deemed to have been given them if sent by mail or other means
of written communication addressed to the place where the principal office of
the Corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which the principal office is located.
Notices shall be sent to each shareholders entitled thereto not less than ten
(10) nor more than sixty (60) days before each annual meeting. The notices
shall specify the place, the day and the hour of the meeting and shall state
other matters, if any, as may be expressly required by statute.

Section 3. Special Meetings. Special meetings of the shareholders for
any Purpose or purposes, unless otherwise prescribed by statute, may
be called at any time by the President, or by resolution of the Board
of Directors, or by one or more shareholders holding not less than
one-third (1/3) of the issued and outstanding voting shares of the
Corporation, or may be held at any time without call or notice upon
unanimous consent of the shareholders. Except in special cases where
other express provision is made by statute, notice of special meetings
shall be given in the same manner and pursuant to the same notice
provisions as for annual meetings of shareholders. Notices of any
special meeting shall state, in addition to the place, day and hour of
the meeting, the purpose or purposes of the meeting. Business
transacted at any special meeting of the shareholders shall be limited
to the purposes stated in the notice.

Section 4. Voting List. The officer who has charge of the stock ledger
of the Corporation shall, before each shareholders' meeting, prepare a list of
all persons entitled to represent shares at such meeting, arranging the names
alphabetically, with the addresses of each shareholder and the number of shares
entitled to be voted by each shareholder set forth opposite their respective
names. That list and the share ledger, or a true and correct copy thereof,
shall be open to the examination of any shareholder, for any purpose germane to
the meeting, during regular business hours, for a period of at least ten (10)
days immediately preceding the convening of the shareholders' meeting and until
the close of the meeting and they shall be subject to inspection at any time
during that period by any shareholder or person representing a shareholder. The
list and share ledger shall be open for examination at the place specified in
the notice where the meeting is to be held.

Section 5. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote at a meeting, whether present in person or
represented by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business, except as otherwise provided by
statute or the Certificate of Incorporation of the Corporation. When a quorum
is present. at any meetings a majority of the shares represented and entitled
to vote shall decide any question brought before the meeting. The shareholders
present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.

Section 6. Adjourned Meeting and Notice Thereof. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy but in the absence of
a quorum no other business may be transacted.

When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, or if after the adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given as in the case of an original meeting. Except as
aforesaid, it shall not be necessary to give any notice of the time and
place of the adjourned meeting or of the business to be transacted
thereat, other than by announcement at the adjourned meeting.

Section 7. Organization. The President shall call the meeting of
shareholders to order and shall act as Chairman unless the shareholders
present designate another person Chairman. The Secretary of the
Corporation shall act as Secretary at all meetings of shareholders, but in
the event of his absence or failure to act, the Chairman shall appoint
another person to act as Secretary.

Section 8. Order of Business. The order of business at the
annual meeting, and so far as practicable at all other meetings of the
shareholders, shall be:

(1) Galling meeting to order;
(2) Calling of roll and checking proxies;
(3) Proof of notice of meeting;
(4) Reading of any unapproved minutes;
(5) Reports of officers;
(6) Reports of committees;
(7) Election of directors;
(8) Unfinished business;
(9) New business; and
(10) Adjournment.

Section 9. Voting. At each meeting of the shareholders, each
shareholder having the right to vote shall be entitled to vote in person or
by proxy appointed by an instrument in writing, subscribed by such
shareholder and bearing a date not more than three (3) years prior to said
meeting, unless the instrument expressly provides for a longer period. Each
stockholder shall have one (1) vote for each share of stock having voting
power, registered in his name on the books of the Corporation, except that
the Board of Directors may fix a time, not more than sixty (60) days nor
less than ten (10) days preceding the date of any meeting of shareholders
as a record date for the determination of the shareholders entitled to
notice of and to vote at the meeting. Only registered shareholders on the
date so fixed shall be entitled to notice of the meeting, notwithstanding
any transfer of any shares on the books of the Corporation after any record
date so fixed. The Board of Directors may close the books of the
Corporation against any transfers of shares during any shareholders'
meeting or during any adjournment thereof; and the Board of Directors may
close the books against any transfers of shares during the whole or any
part of the period during which the books may be closed under the
provisions of this paragraph. Upon the demand of any stockholder,

the vote for directors and the vote upon any question before the meeting shall
be by ballot. All elections shall be had and all questions decided by a
majority vote.

Section 10. Consent of Absentees. The transaction of any meeting of
shareholders, either annual or special, however called and noticed, shall be as
valid as though had as a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either before or after
the meeting, each of the persons entitled to vote, not present in person, or by
proxy, signs a written waiver of notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof All such waivers, consent or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. If a shareholder does not receive notice of a meeting,
but attends and participates in the meeting, he shall be deemed to have waived
notice of the meeting.

Section 11. Action Without Meeting. Any action which, under provisions
of the laws of the State of Nevada or under the provisions of the Articles of
Incorporation or under these Bylaws may be taken at a meeting of the
shareholders, may be taken without a meeting if a record or memorandum thereof
is made in writing and signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take that action at a meeting at which all shares entitled to vote thereon were
present and voted. The record or memorandum shall be filed with the Secretary
of the Corporation and made a part of the corporate records.

Section 12. Proxies. Any shareholder entitled to vote or execute
consents shall have the right to do so either in person or by one or more
agents authorized by proxy. The appointment of a proxy shall be in writing and
signed by the shareholder but shall require no other attestation and shall be
filed with the Secretary of the Corporation at or prior to the meeting. In no
event shall a proxy be appointed for a period of more than three (3) years. If
any shareholder appoints two or more persons to act as proxies and if the
instrument does not otherwise provide, then a majority of such persons present
at the meeting, or if only one shall be present, then that one shall have and
may exercise all of the power conferred by the instrument upon all of the
persons so appointed; and if the proxies are equally divided as to the right
and manner of voting in any particular case, the vote shall be divided among
the proxies. Any person holding shares in a representative or fiduciary
capacity which he may represent in person may represent them by proxy and
confer general or discretionary power upon a proxy. The authority of a proxy if
not coupled with an interest may be terminated at will. Unless otherwise
provided in the appointment, the proxy's authority shall cease eleven (11)
months after the appointment. The termination of a proxy's authority by act of
the shareholder shall, subject to the time limitation herein set forth, be
ineffective until written notice of the termination has been given to the
Secretary of the Corporation. Unless otherwise provided therein, an appointment
filed with the Secretary shall have the effect of revoking all proxy
appointments of prior date. A proxy's authority shall not be revoked by the
death or incapacity of the maker unless before the vote is cast or the
authority is exercised, written notice of such death or incapacity is given to
the Corporation.

Section 13. Inspectors of Election. In advance of any meeting of shareholders,
the Board of Directors may appoint Inspectors of Election to act at the meeting
or any adjournment thereof. Inspectors of Election are not appointed, the
Chairman may, and on the request of any shareholder or his proxy shall, appoint
Inspector of Election at the meeting. The number of inspectors shall be either
one or three. If appointed at a meeting on the request of one or more
shareholders or proxies, the majority of shares present shall determine whether
one or three inspectors are to be appointed. In case any person appointed as
inspector fails or refuses to act, the vacancy may be filled by appointment by
the Board of Directors in advance of the meeting, or at the meeting by the
Chairman. An inspector need not be a shareholder of the Corporation, but no
person who is a candidate for office of the Corporation shall act as an
inspector.

The duties of Inspectors of Election shall include: determining the
number of shares outstanding and the voting power of each, the shares
represented at the meeting, the existence of a quorum, the authenticity,
validity and effect of proxies; receiving votes, ballots or consents; hearing
and determining all challenges and questions in any way arising in connection
with the right to vote; counting and tabulating all votes or consents;
determining the result and other acts as may be proper to conduct the election
or vote with fairness to all shareholders.

ARTICLE III - DIRECTORS

Section 1. Powers. Subject to limitations of the Articles of
Incorporation, of the Bylaws and of the laws of the State of Nevada as to
action to be authorized or approved by the shareholders, and subject to the
duties of directors as prescribed by the Bylaws, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be controlled by, the Board of Directors. Without prejudice
to such general power, but subject to the same limitations, it is hereby
expressly declared that the directors shall have the power:

First: To select and remove all officers, agents and employees of the
Corporation, prescribe powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the
Bylaws, fix their compensation and require from them security for
faithful service.

Second: To conduct, manage and control the affairs and business of the
Corporation, and to make rules and regulations therefore not
inconsistent with law, or with the Articles of Incorporation or the
Bylaws, as they may deem best.

Third: To change the principal once for the transaction of the
business of the Corporation from one location to another within the
same county as provided in Article I, Section 1, hereof; to designate
any place within or without the State of Nevada for the holding of any
shareholders' meeting or meetings; to adopt, make and use a corporate
seal, and to prescribe the forms of certificates of stock, and to
alter. the form of the seal and certificates from time to time, as in
their judgment they may deem best, provided that the seal and
certificates shall at alt times comply with the provisions of law.

Fourth: To authorize the issue of shares of stock of the Corporation
from time to time, upon lawful terms, in consideration of money paid,
labor done or services actually rendered, debts or securities
canceled, or tangible or intangible property actually received, or in
the case of shares issued as a dividend against amounts transferred
from surplus to stated capital.

Fifth: To borrow money and incur indebtedness for the purpose of the
Corporation, and to cause to be executed and delivered therefor, in
the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecation or other evidences of debt
and securities therefor.

Section 2. Number Election and Term of Office. The number of directors
which shall constitute the whole Board shall be not less than one (1). The
shareholders at any annual meeting may determine, the number which shall
constitute the Board and the number so determined shall remain fixed until
changed at a subsequent annual meeting. The directors shall be elected at each
annual meeting of the shareholders however, if any such annual meeting is not
held or the directors are not elected thereat, the directors may be elected at
any special meeting of shareholders held for that purpose. All directors shall
hold office until their resignation or respective successors are elected.

Section 3. Qualification. A director need not be a shareholder of the
Corporation.

Section 4. Vacancies. Vacancies in the Board of Directors may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and each director so elected shall
hold office until his successor is elected at an annual or a special meeting of
the shareholders.

A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the shareholders fail, at
any annual or special meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors.

No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.

Section 5. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Board or Chairman of the Board or the
President or the Secretary. A resignation shall take effect at the time
specified therein or, if the time when it shall become effective is not
specified, immediately upon its receipt. Unless otherwise specified therein,
the acceptance of a resignation shall not be necessary to make it effective. If
the Board of Directors accepts the resignation of a director rendered to take
effect at a future time, the Board, including the director who

has tendered his resignation, shall have power to elect a successor to take
office when the resignation is to become effective.

Section 6. Removal. The entire Board of Directors or any individual
director may be removed from office with or without cause by vote of
shareholders holding a majority of the outstanding shares entitled to vote at
any annual or special meeting of shareholders. In case the entire Board or any
one or more directors are so removed, new directors may be elected at the same
meeting of shareholders. .

Section 7. When Board May Declare Vacancies. The Board of Directors
shall declare vacant the offce of a director if he is declared of unsound mind
by an order of court or convicted of a felony, or may do so within sixty (60)
days after notice of his election if he does not attend a meeting of the Board
of Directors.

Section 8. Place of Meeting. Regular meetings of the Board of
Directors shall be held at any place within or without the State of Nevada
which has been designated from time to time by resolution of the Board or by
written consent of all members of the Board. In the absence of a designation,
regular meetings shall be held at the principal office of the Corporation.
Special meetings of the Board may be held either at a place so designated or at
the principal office.

Section 9. Regular Meetings. A regular annual meeting of the Board of
Directors for the purpose of election of officers of the Corporation and the
transaction of any other business shall be held each year immediately following
the adjournment of the annual shareholders' meeting and no notice of the
meeting to the elected director shall be necessary in order to legally
constitute the meeting, provided a majority of the whole Board shall be
present. If a majority of the Board is not present, then the regular annual
meeting may be held at a time fixed by the consent, in writing, of all of the
directors. Other regular meetings of the Board may be held without notice at
times determined by the Board.

Section 10. Special Meeting. Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by the
President or, if he is absent or unable to act, by any Vice President or by any
two directors. No business shall be considered at any special meeting other
than .the purposes mentioned in the notice given to each director of the
meeting, except upon the unanimous consent of all directors.

Section 11. Notice of Special Meetings. Written notice of the time,
place and the purposes of all special meetings shall be delivered personally to
each director or sent to each director by mail or by other form of written
communication, charges prepaid, addressed to him at his address as shown on the
records of the Corporation or, if it is not so shown on the records or is not
readily ascertainable, at the place where meetings of the directors are
regularly held. If notice is mailed or telegraphed, it shall be deposited in
the United States Mail or delivered to the telegraph company in the place in
which the principal office of the Corporation is located at least five (5) days
prior to the time of the holding of the meeting. If notice is delivered as
above provided, it shall be so delivered at least twenty-four (24) hours prior
to the time of the holding of the meeting. Mailing, telegraphing

or delivery in accordance with the requirements of this section 11 shall
be due, legal and personal notice.

Section 12. Waiver of Notice. Any actions taken or approved at
any meeting of the Board of Directors, however called and noticed or
wherever held, shall be as valid as though taken or approved at a meeting
duly held after regular call and notice, if a quorum be present and if;
either before or after the meeting, each of the directors not present
signs a written waiver of notice or a consent to holding the meeting or
an approval of the minutes thereof. All waivers, consents or approvals
shall be filed with the corporate record or made a part of the minutes of
the meeting. If a director does not receive notice of a meeting, but
attends and participates in the meeting, he shall be deemed to have
waived notice of the meeting.

Section 13. Quorum. At all meetings of the Board, a quorum shall
consist of a majority of the entire number of directors and the acts of a
majority of the directors present at a meeting at which a quorum is
present shall be the acts of the Board of Directors except as may be
otherwise specifically provided by statute or by the Articles of
Incorporation or by these Bylaws and except to adjourn as hereinafter
provided. When the Board consists of one director, then one director
shall constitute a quorum.

Section 14. Adjournment. A quorum of the directors may adjourn
any directors' meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum at either a regular or special
meeting, the directors may adjourn to a later date but may not transact
any business until a quorum has been secured. At any adjourned meeting at
which a required number of directors shall be present, any business may
be transacted which might have been transacted at the meeting originally
notified.

Section 15. Notice of Adjournment. Notice of the time and place
of holding an adjourned meeting need not be given to absent directors if
the time and place are fixed at the meeting adjourned.

Section 16. Fees and compensation, Directors and members of
committees may receive compensation for their services, and reimbursement
for expenses as may be fixed or determined by resolution of the Board.

Section 17. Manifestation of Dissent. 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 is entered in the minutes
of the meeting or unless he files his written dissent to the action with
the person acting as the secretary of the meeting before the adjournment
thereof or unless the director forwards his dissent by registered mail to
the Secretary of the Corporation immediately after the adjournment of the
meeting. The right to dissent shall not apply to a director who votes in
favor of an action.

Section 18. Action Without Meeting. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting if all members of the Board consent, individually or collectively,
to the action by signing a written record or memorandum thereof. The

record or memorandum shall have the same effect as a unanimous vote of the
Board of Directors and shall be filed with the Secretary of the Corporation and
made a part of the corporate records.

ARTICLE IV - COMMITTEES

Section 1. Designation. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation, which
to the extent provided in the resolution and permitted by law shall have and
may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation, except where action of the Board of
Directors is required by law, and may authorize the seal of the Corporation to
be affixed to all papers which may require it.

Section 2. Meetings. Each committee shall meet at times fixed by the
committee or on the call of the President. Notice of the time and place of the
meeting shall be given to each member of the committee in the manner provided
for the giving of notice to members of the Board of Directors of the time and
place of special meetings of the Board of Directors. Each committee shall keep
regular minutes of its proceedings which shall be reported to the directors at
their next annual meeting.

Section 3. Quorum and Voting. A majority of the members of a committee
shall constitute a quorum for the transaction of business. The act of the
majority of the members of the committee present at a meeting at which a quorum
is present shall be the act of the committee. In, the absence or
disqualification of a member of a committee, the committee member or members
present and hot disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint a replacement for any absent or disqualified
member. At all meetings of a committee, each member present shall have one (1)
vote which shall be cast by him in person.

Section 4. Waiver of Notice. Any actions taken or approved at any
meeting of a committee shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the members not present signs a written waiver of
notice or a consent to holding the meeting or an approval of the minutes
thereof.

Section 5. Removal . The entire committee or any individual member thereof may
be removed from the committee with or without cause by a vote of a majority of
the whole Board of Directors.

Section 6. Vacancies. Notwithstanding Section 3 above, the Board of Directors
shall fill all vacancies in a committee which may occur from time to time.
An absence from a meeting does not constitute a "vacancy" as the term is used
herein.

Section 7. Action Without Meeting . Any action which might be taken at
a meeting of, the committee may be taken without a meeting if a record or
memorandum thereof be made in writing and signed by all members of the
committee.

ARTICLE V - OFFICERS

Section I. Officers. Unless otherwise stated in a resolution adopted
by the Board of Directors, the officers of the Corporation shall be a
President, Vice-President and a Secretary. The Corporation may also have, at
the discretion of the Board of Directors, a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and other officers, in accordance with the provisions of Section 3
of this Article. One person may hold two or more offices.

Section 2. Election. The officers of the Corporation, except officers
appointed in accordance with the provisions of Section 3 or Section 5 of this
Article, shall be chosen annually by the Board of Directors, and each shall
hold his office until he resigns or is removed or otherwise disqualified to
serve, or his successor is elected and qualified.

Section 3. Subordinate Officers. The Board of Directors may appoint,
and may empower the President to appoint, other officers that the business of
the Corporation may require, each of whom shall hold office for periods, have
authority and perform duties provided in the Bylaws or as the Board of
Directors may from time to time determine.

Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board of Directors, at any regular or special
meeting thereof, or, except in case of any Officer chosen by the Board of
Directors, by any officer upon whom the power of removal is conferred by the
Board of Directors.

Any officer may resign at any time by giving written notice to the
Board of Directors, or to the President, or to the Secretary of the
Corporation. The resignation shall take effect at the date of the receipt of
notice or at any alternate time specified therein; and, unless otherwise
specified therein, the acceptance of the resignation shall not be necessary to
make it effective.

Section 5. Vacancies. A vacancy in an office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the Bylaws for regular appointments to the office.

Section 6. Chairman of the Board. The Chairman of the Board shall, if
present, preside at all meetings of the Board of Directors and exercise and
perform all other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the Bylaws.

Section 7. President . Subject to the powers and duties, if any,
assigned by the Board of Directors to the Chairman of the Board or any other
person so appointed, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
Corporation, including:

(a) He shall preside at all meetings of the shareholders
and, in the absence of the Chairman of the Board, or if there be
none, at all meetings of the Board of Directors.

(b) He shall sign or countersign, as may be necessary, all
bills, notes, checks, contracts and other instruments pertaining to
the ordinary course of the Corporation's business and shall, with the
Secretary, sign the minutes of all shareholders' and directors'
meetings over which he presides.

(c) He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer or agent of
the Corporation.

(d) At the annual meeting of the shareholders, he shall
submit a complete report of the operations of the Corporation's
affairs as existing at the close of each year and shall report to the
Board of Directors from time to time all matters coming to his
attention and relating to the interest of the Corporation as should
be brought to the attention of the Board.

(e) He shall be an ex officio member of all standing
committees, if any; and he shall have those usual powers and duties
of supervision and management which pertain to the office of the
President and shall have other powers and duties prescribed by the
Board of Directors or the Bylaws.

Section 8. Executive Vice President. The Executive Vice President
shall be the executive officer of the Corporation next in authority to the
Chairman of the Board and the President, both of whom he shall assist in the
management of the business of the Corporation and in the implementation of
orders and resolutions of the Board of Directors. In the absence of the
Chairman of the Board and the President, he shall preside at all meetings of
the shareholders and of the directors, and shall exercise all other powers and
perform all other duties of the Chairman of the Board and the President; he
shall be an ex officio member of all standing committees; and he shall perform
any other duties -the 'Board of Directors may from time to time prescribe.

Section 9. Vice President. In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by the Board
of Directors or, if not ranked, the Vice President designated by the Board of
Directors, shall perform all 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 Presidents shall have other powers and perform other
duties prescribed for them by the Board of Directors or the Bylaws.

Section 10. Secretary. The Secretary shall keep or cause to be
kept, at the principal office of the Corporation or any other place the
Board of Directors orders, a book of minutes of all meetings of directors and
shareholders, with the time and place of holding, whether regular or special,

and, if special, how authorized, the notice thereof given, the names of those
present at directors' meetings, the number of shares present or represented at
shareholders' meetings, and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal
office of the Corporation or at the office of the Corporation's transfer
agent, a share ledger, showing the names of the shareholders and their
addresses, the number of classes of shares held by each, the number and date
of certificates issued for the same, and the number and date of cancellation
of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors required by the
Bylaws or by law to be given, and she shall keep the seal of the Corporation
in safe custody. He shall also sign, with the President or Vice President, all
contracts, deeds, licenses and other instruments when so ordered he shall make
reports to the Board of Directors they request and shall also prepare reports
and statements required by the laws of the State of Nevada and shall perform
any other duties prescribed by the Board of Directors or by the Bylaws.

The Secretary shall allow any shareholder, on application, during
normal business hours, to inspect the share ledger. He shall attend to
correspondence and perform other duties incidental to him office or assigned
to her by the Board of Directors. The Assistant Secretary or Secretaries shall
perform the duties of the Secretary in the case of his absence or disability
and any other duties specified by the Board of Directors.

Section 11. Treasurer. The Treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, including account of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. The books of account shall at all reasonable times be open
to inspection by a director.

The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with depositories designated by the Board
of Directors. He shall disburse the funds of the Corporation as ordered by the
Board of Directors, shall render to the President and directors, whenever they
request it, an account of all of his transactions as Treasurer and of the
financial condition of the Corporation, and shall have any other powers and
perform any other duties prescribed by the Board of Directors.

The Assistant Treasurer or Treasurers shall perform the duties of the
Treasurer in the event of his absence or disability and any other duties
prescribed by the Board of Directors.

Section 12. Delegation of Duties. In case of the absence or
disability of any officer of the Corporation or for any other reason that the
Board of Directors may deem sufficient, tile Board of Directors may, by a vote
of a majority of the whole Board, delegate for the time being, the powers or
duties or any of them, of an absent or disabled officer to any other officer
or to any directors.

ARTICLE VI - SHARES OF STOCK

Section 1. Certificates of Stock. A certificate or certificates for
shares of the capital stock of the Corporation shall be issued to each
shareholder when shares are fully paid, showing the number of the shares of the
Corporation standing on the books in his name. All certificates shall be signed
by the President or a Vice President and the Secretary or an Assistant
Secretary, or be authenticated by facsimiles of the signatures of the President
and Secretary or by a facsimile of the signature of the President and the
written signature of the Secretary or an Assistant Secretary. Every certificate
authenticated by a facsimile of a signature must be countersigned by a transfer
agent or transfer clerk and registered by an incorporated bank or trust company
as registrar of transfer. Certificates shall be numbered and sealed with the
seal of the Corporation.

Section 2. Record of Shareholders: Transfer of Shares. There shall be
kept at the registered office of the Corporation in the State of Nevada a
record containing the names and addresses of all shareholders of the
Corporation, the number and class of shares held by each and the dates when
they became the owners of record thereof; provided, however, that the foregoing
shall not be required if the Corporation shall keep at its registered office
the address, including street number, if any, of the custodian of the record.
Duplicate lists may be kept in other state or states as may be determined by
the Board. Transfers of stock of the Corporation shall be made on the books of
the Corporation only upon authorization by the registered holder thereof or by
his attorney lawfully constituted in writing and on surrender and cancellation
of a certificate or certificates for a lice number of shares of the same class
properly endorsed or accompanied by a duly executed stock transfer power and
payment of all taxes thereon, with proof of authenticity of the signatures the
Corporation or its transfer agents may reasonably require.

Section 3. Record Date end Closing tuck Books. The Board of Directors
may fix a time as a record date for the determination of the shareholders
entitled to notice of and to vote at any meeting of shareholders or entitled to
receive any dividend or distribution, or any allotment of right, or to exercise
rights in respect to any change, conversion, or exchange of shares. The record
date so fixed shall be not more than sixty (60) days nor less than ten (10)
days prior to the date of the meeting or event for the purposes of which it is
fixed. When a record date is fixed, only shareholders of record on that date
are entitled to notice of and to vote at the meeting or to receive a dividend,
distribution, or allotment of rights, or to exercise the rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
Corporation after the record date.

Section 4. Registered Shareholders. The Corporation shall be entitled
to recognize the holder of record of any share or shares of stock as the
exclusive owner thereof for all purposes, and accordingly, shall not be bound
to recognize any equitable or other claim to or interest in shares on the part
of any other person, whether or not it has notice thereof, except as otherwise
provided by law.

Section 5. Lost Certificates. Except as hereinafter in this section
provided, no one certificate for shares shall be issued in lieu of an old one
unless the latter is surrendered and canceled at the same time. In case any
certificate for shares is lost, stolen, mutilated or destroyed, the Board of
Directors may authorize the issuance of a new certificate, upon terms and
conditions reasonably satisfactory to it, including indemnification of the
Corporation.

Section 6. Regulations: Appointment of Transfer Agents and Red. The
Board may make rules and regulations it deems expedient concerning the
issuance, transfer and registration of certificates for shares of stock.
It may appoint one or more transfer agents or registrars of transfer, or both,
and may require all certificates of stock to bear the signature of either or
both.

Section 7. Treasury Shares. Treasury shares, or other shares not at
the time issued and outstanding, shall not, directly or indirectly, be voted at
any meeting of the shareholders, or counted in calculating the actual voting
power of shareholders at any given time.

Section 8. Fractional Shares. Certificates of fractional shares of
stock may be issued at the discretion of the Board of Directors. The registered
ownership of any fractional share represented by a certificate or certificates
shall entitle the holder thereof to receive dividends, participate in the
corporate assets in the event of liquidation of the Corporation and to exercise
voting rights in person or by proxy.

ARTICLE VII - EXECUTION OF INSTRUMENTS

Section 1. Contracts. The Board or any authorized committee may
authorize any officer or officers, agent or agents, to enter into any contract
or to execute and deliver in the name and on behalf of the Corporation any
contract or other instrument, except certificates representing shares of stock
of the Corporation, and the authorization may be general or may be confined to
specific instances.

Section 2. Checks and Drafts. All checks, drafts or other orders for
the payment of money, notes, acceptances or other evidences of indebtedness
issued by or in the name of the Corporation shall be signed by the officer or
officers, agent or agents of the Corporation and in the manner specified by
resolution of the Board.

Section 3. Deposits; Bank Accounts. All funds of the Corporation not
otherwise employed shall be deposited to the credit of the Corporation in
banks, trust companies or other depositories designated by the Board or by an
officer or officers of the Corporation to whom power of designation is
delegated by the Board. The Board may make special rules and regulations with
respect to bank accounts, not inconsistent with the provisions of these Bylaws,
as it may deem expedient. Unless otherwise provided by resolution of the Board,
endorsements for deposit to the credit of the Corporation in any of its duly
authorized depositories may be made by hand-stamped legend in the name of the
Corporation or by written endorsement of any officer without countersignature.

Section 4. Loans. No loans shall be contracted on behalf of the Corporation
unless authorized by the Board, but when authorized, unless a particular
officer or agent is directed to negotiate the same, may be negotiated, up to
the amount authorized, by the President or a Vice President or the Treasurer,
who are hereby severally authorized to execute and deliver in the name and
on behalf of the Corporation notes or other evidences of indebtedness
countersigned by the President or a Vice President for the amount of any loans
and to give security for the payment of any and all loans, advances and
indebtedness by hypothecating, pledging or transferring any part or all of the
property of the Corporation, real or personal, at any time owned by the
Corporation.

Section 5. Sale or Transfer of Securities Held by the Corporation
Stock certificates, bonds or other securities at any time owned by the
Corporation may be held on behalf of the Corporation or sold, transferred or
otherwise disposed of pursuant to authorization by the Board, or of any duly
authorized committee. Transfers from the name of the Corporation shall be made
by the signature of the President or a Vice President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary.

SECTION VIII - MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board.

Section 2. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the words "Corporate Seal" and the name of the state
under the laws of which the Corporation exists.

Section 3. Annual Report. The Board of Directors shall not be
required to send to shareholders an annual report of this Corporation.

Section 4. Inspection of Corporation Records. The share ledger or
duplicate share ledger, the books of account, copy of the Bylaws, as amended,
certified by the Secretary, and minutes of proceedings of the shareholders and
directors and of any committee of the Board of Directors shall be open for
inspection upon the written demand of any shareholder or holder of a voting
trust certificate, during the usual hours for business, and for a purpose
reasonably related to his interests as a shareholder or as the holder of a
voting trust certificate and shall be exhibited at any time when required by
the demand of ten percent (10%) of the shares represented at any shareholders'
meeting. Inspection may be made in person or by an agent or attorney and shall
include the right to make extracts. Demand of inspection other than at a
shareholders' meeting shall be made in writing, under oath, upon the President,
Secretary or Assistant Secretary of the Corporation at the Corporation's
registered or principal office. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under
oath shall be accompanied by a Power of Attorney or other writing which
authorizes the attorney or other agent to so act on behalf of the shareholder.

Section 5. Dividends. Dividends upon the shares of the capital
stock of the Corporation

may be declared and paid out of surplus or, if there is no surplus, out of
net profits of the Corporation, to the extent permitted by the laws of the
State of Nevada, by the Board of Directors in their discretion at any
regular or special meeting. Dividends may be paid in cash, in property, or
in shares of capital stock.

Before payment of any dividend, there may be set aside out of the
funds of the Corporation available for dividends a sum or sums which the
directors, in their absolute discretion, think proper as a reserve fund to
meet contingencies, for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for any other purposes the
directors think conducive to the interests of the Corporation, and the
directors may modify or abolish any reserve in the manner in which it was
created.

ARTICLE IX NOTICES

Section 1. Form of Notices. Whenever, under the provisions of these
Bylaws, notice is required to be given to any director, officer or
shareholder, it shall not be construed to mean personal notice. Notice may
be given in writing, by mail, by depositing the same in the United States
Mail, in a postpaid sealed wrapper, addressed to the director, officer or
shareholder at the address which appears on the books of the Corporation;
or, in default of other address, to the director, officer or shareholder at
the general post office in the city where the Corporation's principal office
is located. Notice shall be deemed to be given at the time when it is mailed
in accordance with this section.

Section 2. Waiver of Notice. Any shareholder, director or officer
may waive an notice required to be given under these Bylaws by a written
waiver signed by the person, or persons, entitled to notice, whether before
or after the time stated therein, and the waiver shall be deemed equivalent
to the actual giving of notice.

ARTICLE X - AMENDMENTS

Section 1. Who May Amend. These Bylaws may be amended,
altered, changed or repealed by the affirmative vote of a majority of
the shares issued said outstanding, and entitled to vote thereat, at any
regular or special meeting of the shareholders if notice of the proposed
amendment, alteration, change or repeal is contained in the notice of
the meeting, or by the affirmative vote of the majority of the Board of
Directors at any regular or special meeting of the Board of Directors;
provided, however, that the Board of Directors shall have no power to adopt,
amend or alter any Bylaws fixing their number, qualifications,
classifications, term of office or the right of the shareholders to remove
them from office.

ARTICLE XI - INDEMNIFICATION

Section 1. Indemnification: Actions Other Than by the Corporation. The
Corporation shall have the power to 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 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, fines and amounts paid in settlement) actually and
reasonably incurred 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 ofthe 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 proceedings 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.

Section 2. Indemnification: Actions by the Corporation. The
Corporation shall have the power to 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 an 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. The generality of the foregoing
notwithstanding, no indemnification shall be made in respect of any claim,
issue or matter as to which the 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 the action
or suit was brought determines that, despite the adjudication of liability but
in view of all the circumstances of the case, the person is fairly and
reasonably, entitled to indemnification.

Section 3. Right to Indemnification. To the extent that any present
or former director, officer, employee, any person who was or is serving at the
request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, any agent
of the Corporation or any person who is or was serving at the request of the
Corporation as an agent of another corporation, partnership, joint venture,
trust or other enterprise, 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 XI, 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.

Section 4. Authorization of Indemnification. Any indemnification
under Sections I and 2 of this Article XI (unless ordered by a court) shall be
made by the Corporation only as authorized in the specific case upon a
determination by the Board of Directors that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in Section 1 and 2 of this
Article XI. If a quorum of disinterested directors cannot be assembled, the
disinterested shareholders may authorize indemnification under

this section 4, by majority vote.

Section 5. Advance Indemnification. Expenses incurred by an officer or
director in defending a civil or criminal action; suit or proceeding may be
paid by the Corporation in advance of the final disposition of the action, suit
or proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director or officer to repay
the advance unless it is ultimately determined that he is entitled to be
indemnified by the Corporation as authorized in this Article XI. Expenses
incurred by other employees and agents may be paid upon terms and conditions,
if any, as the Board of Directors deems appropriate.

Section 6. Non-Exclusive Indemnification. The indemnification provided
by this Article XI shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise, both as to action in
his ofcial capacity and as to action in another capacity while holding a
corporate 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 his
heirs, executors and administrators.

Section 7. Insurance. The Corporation shall have the 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, or arising out of his
service, in that capacity, whether or not the Corporation would have the power
to indemnify him against that liability under the provisions of this Article
XI.

CERTIFICATE OF SECRETARY

The undersigned, being the duly elected and acting Secretary of the
Corporation, hereby certifies that the foregoing Bylaws, after having been read
section by section, were approved by the director of this Corporation at its
first meeting of directors.

Dated this 23rd day of Julv, 1999.

/s/ Mary Jane Balmer
Mary Jane Balmer, Secretary

BY-LAWS OF A Nevada Corporation

ARTICLE I - OFFICES

The registered office of the Corporation in the State of Nevada shall be
located in the City and State designated in the Articles of Incorporation. The
Corporation may also maintain offices at such other places within or without
the State of Nevada as the Board of Directors may, from time to time,
determine.

ARTICLE 11 - MEETING OF SHAREHOLDERS

Section 1 - Annual Meetings: (Chapter 78.310)

The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Directors.

Section 2 -Special Meetings: (Chapter 78.310)

Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors and shall be held
within or without the State of Nevada.

Section 3 - Place of Meetings: (Chapter 78.310)

Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Directors may from time to time fix. If no designation is made, the meeting
shall be held at the Corporation's registered office in the state of Nevada.

Section 4 - Notice of Meetings: (Section 78.370)

(a) Written or printed notice of each meeting of shareholders, whether annual
or special, signed by the president, vice president or secretary, stating the
time when and place where it is to be held, as well as the purpose or purposes
for which the meeting is called, shall be served either personally or by mail,
by or at the direction of the president, the secretary, or the officer or the
person calling the meeting, not less than ten or more than sixty days before
the date of the meeting, unless the lapse of the prescribed time shall have
been waived before or after the taking of such action, upon each shareholder of
record entitled to vote at such meeting, and to any other shareholder to whom
the giving of notice may be required by law. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, addressed to the
shareholder as it appears on the share transfer records of the Corporation or
to the current address, which a shareholder has delivered to the Corporation in
a written notice.

*Unless otherwise stated herein all references to "Sections" in these Bylaws
refer to those sections contained in Title 78 of the Nevada Private
Corporations Law.

NV Bylaws-1

(b) Further notice to a shareholder is not required when notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to him or her during the period
between those two consecutive annual meetings; or all, and at least two payments
sent by first-class mail of dividends or interest on securities during a
12-month period have been mailed addressed to him or her at his or her address
as shown on the records of the Corporation and have been returned undeliverable.

Section 5 - Quorum: (Section 78.320)
- --------------------

(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), a quorum shall be
present at all meetings of shareholders of the Corporation, if the holders of a
majority of the shares entitled to vote on that matter are represented at the
meeting in person or by proxy.

(b) The subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at .such meeting.

Section 6 - Voting and Acting- (Section 78.320 & 78.350)

(a) Except as otherwise provided by law, the Articles of Incorporation, or
these Bylaws, any corporate action, the affirmative vote of the majority of
shares entitled to vote on that matter and represented either in person or by
proxy at a meeting of shareholders at which a quorum is present, shall be the
act of the shareholders of the Corporation.

(b) Except as otherwise provided by statute, the Certificate of Incorporation,
or these bylaws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation. (c) Where
appropriate communication facilities are reasonably available, any or all
shareholders shall have the right to participate in any shareholders' meeting,
by means of conference telephone or any means of communications by which all
persons participating in the meeting are able to hear each other.

Section 7 - Proxies: (Section 78.355)
I

Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, his authorized officer,
director, employee or agent or by causing the signature of the stockholder to be
affixed to the writing by any reasonable means, including, but not limited to, a
facsimile signature, or by his attorney-in-fact there unto duly authorized in
writing. Every proxy shall be revocable at will unless the proxy conspicuously
states that it is irrevocable and the proxy is coupled with an interest. A
telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic, photostatic, facsimile, shall be treated as a valid proxy, and
treated as a substitution of the original proxy, so long as such transmission is
a complete reproduction executed by the shareholder. If it is determined that
the telegram, cablegram or

NV Bylaws-2

other electronic transmission is valid, the persons appointed by the
Corporation to count the votes of shareholders and determine the validity of
proxies and ballots or other persons making those determinations must specify
the information upon which they relied. No proxy shall be valid after the
expiration of six months from the date of its execution, unless otherwise
provided in the proxy. Such instrument shall be exhibited to the Secretary at
the meeting and shall be filed with the records of the Corporation. If any
shareholder designates two or more persons to act as proxies, a majority of
those persons present at the meeting, or, if one is present, then that one has
and may exercise all of the powers conferred by the shareholder upon all of
the persons so designated unless the shareholder provides otherwise.

Section 8 - Action Without a Meeting: (Section 78.320)

Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a
vote if written consents are signed by a majority of the shareholders of the
Corporation, except however if a different proportion of voting power is
required by law, the Articles of Incorporation or these Bylaws, than that
proportion of written consents is required. Such written consents must be
filed with the minutes of the proceedings of the shareholders of the
Corporation.

ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number Term Election and Qualifications: (Section 78.115, 78.330)

(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist of ( ), not less than 1 nor more than 9, unless and until
otherwise determined by vote of a majority of the entire Board of Directors.
The Board of Directors or shareholders all have the power, in the interim
between annual and special meetings of the shareholders, to increase or
decrease the number of Directors of the Corporation. A Director need not be a
shareholder of the Corporation unless the Certificate of Incorporation of the
Corporation or these Bylaws so require.

(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation shall
be elected at the first annual shareholders' meeting and at each annual
meeting thereafter, unless their terms are staggered in the Articles of
Incorporation of the Corporation or these Bylaws, by a plurality of the votes
cast at a meeting of shareholders, by the holders of shares entitled to vote
in the election.

(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors.
Thereinafter, Directors will be elected at the annual meeting of shareholders
and shall hold office until the annual meeting of the shareholders next
succeeding his election, unless their terms are staggered in the Articles of
Incorporation of the Corporation (so long as at least one - fourth in number
of the Directors of the Corporation are elected at each annual shareholders'
meeting) or these Bylaws, or until his prior death, resignation or removal.
Any Director may resign at any time upon written notice of such resignation to
the Corporation.

NV Bylaws-3

(d) All Directors of the Corporation shall have equal voting power unless the
Articles of Incorporation of the Corporation provide that the voting power of
individual Directors or classes of Directors are greater than or less than that
of any other individual Directors or classes of Directors, and the different
voting powers may be stated in the Articles of Incorporation or may be dependent
upon any fact or event that may be ascertained outside the Articles of
Incorporation if the manner in which the fact or event tray operate on those
voting powers is stated in the Articles of Incorporation. If the Articles of
Incorporation provide that any Directors have voting power greater than or less
than other Directors of the Corporation, every reference in these Bylaws to a
majority or other proportion of Directors shall be deemed to refer to majority
or other proportion of the voting power of all the Directors or classes of
Directors, as may be required by the Articles of Incorporation.

Section 2 - Duties and Power: (Section 78.120)
----------------------------

The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except such as those stated under
Nevada state law, are in the Articles of Incorporation or by these Bylaws,
expressly conferred upon or reserved to the shareholders or any other person or
persons named therein.

Section 3 - Regular Meetings; Notice: (Section 78.310)
--------------------------------------

(a) A regular meeting of the Board of Directors shall be held either within or
without the State of Nevada at such time and at such place as the Board shall
fix.

(b) No notice shall be required of any regular meeting of the Board of
Directors and, if given, need not specify the purpose of the meeting; provided,
however, that in case the Board of Directors shall fix or change the time or
place of any regular meeting when such time and place was fixed before such
change, notice of such action shall be given to each director who shall not
have been present at the meeting at which such action was taken within the time
limited, and in the manner set forth in these Bylaws with respect to special
meetings, unless such notice shall be waived in the manner set forth in these
Bylaws.

Section 4 - Special Meetings; Notice: (Section 78.310)
--------------------------------------

(a) Special meetings of the Board of Directors shall be held at such time and
place as may be specified in the respective notices or waivers of notice
thereof.

(b) Except as otherwise required statute, written notice of special meetings
shall be mailed directly to each Director, addressed to him at his residence or
usual place of business, or delivered orally, with sufficient time for the
convenient assembly of Directors thereat, or shall be sent to him at such place
by telegram, radio or cable, or shall be delivered to him personally or given
to him orally, not later than the day before the day on which the meeting is to
be held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails,
so addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or

waiver of notice, except as required by these Bylaws, need not specify the
business to be transacted at or the purpose or purposes of the meeting.

(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.

Section 5 - Chairperson:

The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in his absence, any
other director chosen by the Board of Directors shall preside.

Section 6 - Quorum and Adjournments: (Section 78.315)
-------------------------------------

(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a majority of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Certificate of Incorporation, or these Bylaws.

(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the other Directors who were present at the adjourned
meeting.

Section 7 - Manner of Acting: (Section 78.315)

(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.

(b) Except as otherwise provided by law, by the Articles of Incorporation, or
these bylaws, action approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof, at which a quorum
is present shall be the act of the Board of Directors or any committee thereof.

(c) Any action authorized in writing made prior or subsequent to such action,
by all of the Directors entitled to vote thereon and filed with the minutes of
the Corporation shall be the act of the Board of Directors, or any committee
thereof, and have the same force and effect as if the same had been passed by
unanimous vote at a duly called meeting of the Board or committee for all
purposes.

(c) Where appropriate communications facilities are reasonably available, any
or all directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of

NV Bylaws-5

Directors meeting, by means of conference telephone or any means of
communications by which all persons participating in the meeting are able to
hear each other.

Section 8 - Vacancies: (Section 78.335)
-----------------------

(a) Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board or by a sole remaining
Director, at any regular meeting or special meeting of the Board of Directors
called for that purpose except whenever the shareholders of any class or
classes or series thereof are entitled to elect one or more Directors by the
Certificate of Incorporation of the Corporation, vacancies and newly created
directorships of such class or classes or series may be filled by a majority of
the Directors elected by such class or classes or series thereof then in
office, or by a sole remaining Director so elected.

(b) Unless otherwise provided for by law, the Articles of Incorporation or
these Bylaws, when one or more Directors shall resign from the board and such
resignation is effective at a fixture date, a majority of the directors, then
in office, including those who have so resigned, shall have the power to fill
such vacancy or vacancies, the vote otherwise to take effect when such
resignation or resignations shall become effective.

Section 9 - Resignation- (Section 78.335)
-------------------------

A Director may resign at any time by giving written notice of such resignation
to the Corporation.

Section 10 - Removal: (Section 78.335)
----------------------

Unless otherwise provided for by the Articles of Incorporation, one or more or
all the Directors of the Corporation may be removed with or without cause at
any time by a vote of two-thirds of the shareholders entitled to vote thereon,
at a special meeting of the shareholders called for that purpose, unless the
Articles of Incorporation provide that Directors may only be removed for cause,
provided however, such Director shall not be removed if the Corporation states
in its Articles of Incorporation that its Directors shall be elected by
cumulative voting and there are a sufficient number of shares cast against his
or her removal, which if cumulatively voted at an election of Directors would
be sufficient to elect him or her. If a Director was elected by a voting group
of shareholders, only the shareholders of that voting group may participate in
the vote to remove that Director.

Section 11 - Compensation: (Section 78.140)
---------------------------

The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the Board.

Section 12 - Committees: (Section 78.125)
-------------------------

Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board of Directors, may from time to time designate from among
its members one or more committees, and alternate members thereof, as they deem
desirable, each consisting of one or more members, with such powers and
authority (to the extent permitted by law and these Bylaws) as may be provided
in such resolution. Unless the Articles of Incorporation or Bylaws state
otherwise, the Board of Directors may appoint natural persons who are not
Directors to serve on such committees authorized herein. Each such committee
shall serve at the pleasure of the Board and, unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors.

ARTICLE IV - OFFICERS

Section 1 - Number, Qualifications, Election and Term of Office:
(Section 78.130)
-----------------------------------------------------------------

(a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is
not inconsistent with these Bylaws. The officers of the Corporation shall
consist of a president, secretary and treasurer, and also may have one or more
vice presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation.

(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
duly elected and qualified, subject to earlier termination by his or her death,
resignation or removal.

Section 2 - Resignation:

Any officer may resign at any time by giving written notice of such resignation
to the Corporation.

Section 3 - Removal:

Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any
officer or assistant officer, if appointed by another officer, may likewise be
removed by such officer.

Section 4 - Vacancies:

(a) A vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of Directors
may be filled by the Board of Directors.

Section 5 - Bonds:

The Corporation may require any or all of its officers or Agents to post a
bond, or otherwise, to the Corporation for the faithful performance of their
positions or duties.

Section 6 - Compensation:

The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.

ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock: (Section 78.235)
----------------------------------

(a) The shares of the Corporation shall be represented by certificates or
shall be uncertificated shares.

(b) Certificated shares of the Corporation shall be signed, (either manually or
by facsimile), by officers or agents designated by the Corporation for such
purposes, and shall certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
Corporation uses facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its transfer
agent and registrar may be identical if the institution acting in those dual
capacities countersigns or otherwise authenticates any stock certificates in
both capacities. If any officer who has signed or whose facsimile signature has
been placed upon such certificate, shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issue.

(c) If the Corporation issues uncertificated shares as provided for in these
Bylaws, within a reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually thereafter, the Corporation shall
send the shareholder a written statement certifying the number of shares owned
by such shareholder in the Corporation.

(d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical.

Section 2 - Lost or Destroyed Certificates- (Section 104.8405)
--------------------------------------------

The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed if the owner:

(a) so requests before the Corporation has notice that the shares have
been acquired by a bona fide purchaser,

NV Bylaws-8

(b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies such other requirements, including evidence of such loss,
theft or destruction, as may be imposed by the Corporation.

Section 3 - Transfers of Shares: (Section 104.8401, 104.8406 & 104.8416)
---------------------------------

(a) Transfers or registration of transfers of shares of the Corporation shall
be made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing such shares with such shares
properly endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and the payment of all stock transfer taxes due thereon.

(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

Section 4 - Record Date: (Section 78.215 & 78.350)
-------------------------

(a) The Board of Directors may fix, in advance, which shall not be more than
sixty days before the meeting or action requiring a determination of
shareholders, as the record date for the determination of shareholders entitled
to receive notice of, or to vote at, any meeting of shareholders, or to consent
to any proposal without a meeting, or for the purpose of determining
shareholders 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 shareholders entitled to notice of meeting shall be at the
close of business on the day preceding the day on which notice is given, or, if
no notice is given, the day on which the meeting is held, or if notice is
waived, at the close of business on the day before the day on which the meeting
is held.

(b) The Board of Directors may fix a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted for
shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of shareholders entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action.

(c) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date for the adjourned meeting.

Section 5 - Fractions of Shares/Scrip: (Section 78.205) The Board of Directors
may authorize the issuance of certificates or payment of money for fractions of
a share, either represented by a certificate or uncertificated, which shall
entitle the holder to exercise voting rights, receive dividends and participate
in any assets of the Corporation in the event of liquidation, in proportion to
the fractional holdings; or it may authorize the

NV Bylaws-9

payment in case of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize the
issuance, subject to such conditions as may be permitted by law, of scrip in
registered or bearer form over the manual or facsimile signature of an officer
or agent of the Corporation or its agent for that purpose, exchangeable as
therein provided for full shares, but such scrip shall not entitle the holder to
any rights of shareholder, except as therein provided. The scrip may contain any
provisions or conditions that the Corporation deems advisable. If a scrip ceases
to be exchangeable for full share certificates, the shares that would otherwise
have been issuable as provided on the scrip are deemed to be treasury shares
unless the scrip contains other provisions for their disposition.

ARTICLE VT - DIVIDENDS (Section 78.215 & 78.288)
-----------------------

(a) Dividends may be declared and paid out of any funds available therefor, as
often, in such amounts, and at such time or times as the Board of Directors may
determine and shares may be issued pro rata and without consideration to the
Corporation's shareholders or to the shareholders of one or more classes or
series.

(b)Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless: (i) so authorized by the
Articles of Incorporation; (ii) a majority of the shareholders of the
class or series to be issued approve the issue; or (iii)there are no
outstanding shares of the class or series of shares that are authorized
to be issued.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall be fixed, and-shall be subject to
change by the Board of Directors from time to time, subject to applicable law.

ARTICLE VIII - CORPORATE SEAL (Section 78.065)
------------------------------

The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate document.

ARTICLE IX - AMENDMENT

Section 1 - By Shareholders:

All Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.

Section 2 - By Directors: (Section 78.120)
--------------------------

The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation.

NV Bylaws-10

ARTICLE X - WAIVER OF NOTICE: (Section 78.375)
----------------------------

Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a written waiver signed by the person or persons
entitled to such notice, whether before or after the meeting by any person,
shall constitute a waiver of notice of such meeting.

ARTICLE XI - INTERESTED DIRECTORS: (Section 78.140)
-----------------------------------

No contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which tine or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the Board,
or the committee of the shareholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose, if

(a) the material facts as to his, her or their relationship or interest
and as to the contract or transaction are disclosed or are known to the Board
of Directors or the committee and are noted in the minutes of such meeting, and
the Board or committee in good faith authorizes the contract or transaction by
the affirmative votes of a majority of the disinterested Directors, even though
the disinterested Directors be less than a quorum; or

(b) the material facts as to his, her or their relationship or
relationships or interest or interests and as to the contract or transaction
are disclosed or are known to the shareholders entitled to vote thereon, and
the contract or transaction is specifically approved in good faith by vote of
the shareholders; or

(c) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by
the Board of Directors, a committee of the shareholders; or
(d) the fact of the common directorship, office or financial interest is
not disclosed or known to the Director or Officer at the time the transaction
is brought before the Board of Directors of the Corporation for such action.
Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the contract
or transaction.

ARTICLE XII - ANNUAL LIST OF OFFICERS, DIRECTORS, AND REGISTERED AGENT:
(section 78.150 & 78.165)

The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or
street address, either residence or business, and a designation of its resident
agent in the state of Nevada. Such list shall be certified by an officer of the
Corporation.

NV Bylaws-11

RESOLUTIONS ADOPTED BY INCORPORATOR

- -------------------------

The undersigned, being the sole Incorporator of the corporation hereby
adopts the following resolutions:

(1) RESOLVED, that a copy of the Certificate of Incorporation of the
Corporation, together with the original receipt showing payment of
the statutory organization tax and filing fee, be inserted in the
Minute Book of the Corporation.

(2) RESOLVED, that the form of First By-Laws submitted to the meeting
be, and the same hereby are, adopted as and for the By-Laws of the
Corporation, and that a copy thereof be placed in the Minute Book
of the Corporation, directly following the Certificate of
Incorporation.

(3) RESOLVED, that the following persons be, and they hereby are,
elected as Directors of the Corporation, to serve until the first
annual meeting of shareholders, and until their successors are
elected and qualify:

Dated:

Incorporator

-1-

Instructions for Organization of a Corporation with Sole Director/
Shareholder

A small corporation commonly is comprised of a Sole Director/Shareholder.
One must basically follow the same procedure to organize this type of small
corporation as it would if this corporation had more than one Director and /or
Shareholder. However there are some documents that are specific to this type of
organization that must be highlighted at this time. Specifically, the
"Resolution Adopted by the Sole Director/Shareholder" inserted in this booklet
as page 1. The Resolution requires close attention to detail when filling out
the following information:

1. Corporate Name;
2. Corporate officers: President, Vice President, Secretary and Treasurer. It
is important to note, that under Nevada law one individual may hold any
combination of officer positions in a corporation
3. The name of the Corporation' treasurer and the name and location of the
financial Institution where he/she is authorized to open up a bank
account on behalf of the Corporation.
4. Date;
5. Have Sole Director/Shareholder sign the resolution.

In addition, the share certificate marked "Specimen" should be removed from the
certificate book and inserted as Appendix A and a conformed copy of the Banking
resolution as Appendix B.

Instruction sheet