EXHIBIT 3.1

                            SECURITY BIOMETRICS, INC.
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                          AMENDED AND RESTATED BY-LAWS
                          ----------------------------

ARTICLE  I  MEETINGS  OF  SHAREHOLDERS
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     1.  Shareholders'  Meetings shall be held in the office of the corporation,
at  Carson  City,  NV,  or at such other place or places as the Directors shall,
from  time  to  time,  determine.

     2. The annual meeting of the shareholders of this corporation shall be held
at 11:00 a.m., on the 12th day of March of each year or at such time and on such
date  as  the Directors shall, from time to time, determine, at which time there
shall be elected by the shareholders of the corporation a Board of Directors for
the  ensuing  year,  and  the shareholders shall transact such other business as
shall  properly  come before them. If the day fixed for the annual meeting shall
be  a  legal  holiday such meeting shall be held on the next succeeding business
day.

     3.  A  notice  signed  by  any  Officer of the corporation or by any person
designated  by  the Board of Directors, which sets forth the place of the annual
meeting, shall be personally delivered to each of the shareholders of record, or
mailed  postage  prepaid,  at  the  address  as appears on the stock book of the
corporation, or if no such address appears in the stock book of the corporation,
to  his  last known address, at least ten (10) days prior to the annual meeting.

     Whenever  any  notice whatever is required to be given under any article of
these  By-Laws,  a  waiver  thereof  in writing, signed by the person or persons
entitled  to  the notice, whether before or after the time of the meeting of the
shareholders,  shall  be  deemed  equivalent  to  proper  notice.

     4.  A majority of the shares issued and outstanding, either in person or by
proxy,  shall constitute a quorum for the transaction of business at any meeting
of  the  shareholders.

     5.  If  a  quorum  is  not  present at the annual meeting, the shareholders
present,  in  person  or  by  proxy, may adjourn to such future time as shall be
agreed  upon  by  them,  and notice of such adjournment shall be mailed, postage
prepaid,  to  each shareholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn


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from  day  to  day  as  they  see fit, and no notice of such adjournment need be
given.

     6.  Special  meetings  of  the shareholders may be called at anytime by the
President;  by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the  capital stock of the corporation. The Secretary shall send a notice of such
called  meeting to each shareholder of record at least ten (10) days before such
meeting,  and such notice shall state the time and place of the meeting, and the
object  thereof.  No business shall be transacted at a special meeting except as
stated  in  the  notice  to the shareholders, unless by unanimous consent of all
shareholders  present,  either  in  person  or  by  proxy.

     7.  Each  shareholder shall be entitled to one vote for each share of stock
in  his  own name on the books of the corporation, whether represented in person
or  by  proxy.

     8.  At  all  meetings  of  shareholders,  a  shareholder  may vote by proxy
executed  in  writing  by  the  shareholder  or  by  his  duly  authorized
attorney-in-fact.  Such  proxy  shall  be  filed  with  the  Secretary  of  the
corporation  before  or  at  the  time  of  the  meeting.

     9. The following order of business shall be observed at all meetings of the
shareholders  so  far  as  is  practicable:

          a.   Call  the  roll;

          b.   Reading, correcting, and approving of the minutes of the previous
               meeting;

          c.   Reports  of  Officers;

          d.   Reports  of  Committees;

          e.   Election  of  Directors;

          f.   Unfinished  business;  and

          g.   New  business.

     10.  Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of  the  shareholders,  may  be taken without a meeting if a consent in writing,
setting forth the action to be taken, shall be signed by all of the shareholders
entitled  to  vote  with  respect  to  the  subject  matter  thereof.

ARTICLE  II  STOCK
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     1.  Certificates  of  stock  shall  be  in  a  form adopted by the Board of
Directors and shall be signed by the President and Secretary of the corporation.

     2. All certificates shall be consecutively numbered; the name of the person
owning  the  shares  represented thereby, with the number of such shares and the
date  of  issue  shall  be  entered  on  the  company's  books.

     3.  All  certificates  of stock transferred by endorsement thereon shall be
surrendered  by  cancellation  and  new  certificates issued to the purchaser or
assignee.

     4.  Upon  surrender  to  the  corporation  or  the  transfer  agent  of the
corporation  of  a certificate for shares duly endorsed or accompanied by proper
evidence  of  succession,  assignment  or authority to transfer, it shall be the
duty  of  the  corporation  to  issue  a  new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the  transfer  book  of  the  corporation.

     5.  The  corporation shall be entitled to treat the holder of record of any
share  as  the  holder  in fact thereof, and, accordingly, shall not be bound to
recognize  any equitable or other claim to or interest in such share on the part
of  any  other  person  whether  or  not  it  shall have express or other notice
thereof,  except  as  expressly  provided  by  the  laws  of  this  state.

ARTICLE  III  DIRECTORS
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     1.  A  Board  of  Directors, consisting of at least one (1) person shall be
chosen  annually  by  the shareholders at their meeting to manage the affairs of
the  corporation.  The  Directors'  term  of  office  shall be one (1) year, and
Directors  may  be  re-elected  for  successive  annual  terms.

     2.  Vacancies  on the Board of Directors by reason of death, resignation or
other  causes  shall be filled by the remaining Director or Directors choosing a
Director  or  Directors  to  fill  the  unexpired  term.

     3.  Regular  meetings of the Board of Directors shall be held at 1:00 p.m.,
on  the  12th  day  of March of each year beginning in 2000 at the office of the
company  at  Carson  City,  NV,  or  at such other time or place as the Board of
Directors  shall  by  resolution  appoint; special meetings may be called by the
President  or any Director giving ten (10) days notice to each Director. Special
meetings may also be called by execution of the appropriate waiver of notice and
called  when  executed by a majority of the Directors of the company. A majority
of  the  Directors  shall  constitute  a  quorum.


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     4.  The  Directors  shall  have  the  general management and control of the
business  and  affairs of the corporation and shall exercise all the powers that
may  be  exercised  or  performed  by  the  corporation, under the statutes, the
Articles  of  Incorporation,  and  the By-Laws. Such management will be by equal
vote  of  each member of the Board of Directors with each Board member having an
equal  vote.

     5. The act of the majority of the Directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  Directors.

     6.  A resolution, in writing, signed by all or a majority of the members of
the  Board  of  Directors,  shall constitute action by the Board of Directors to
effect  therein  expressed,  with  the  same  force  and  effect  as though such
resolution  had been passed at a duly convened meeting; and it shall be the duty
of  the  Secretary  to  record  every  such resolution in the Minute Book of the
corporation  under  its  proper  date.

     7.  Any  or  all  of  the Directors may be removed for cause by vote of the
shareholders  or  by action of the Board. Directors may be removed without cause
only  by  vote  of  the  shareholders.

     8. A Director may resign at any time by giving written notice to the Board,
the President or the Secretary of the corporation. Unless otherwise specified in
the  notice, the resignation shall take effect upon receipt thereof by the Board
or such Officer, and the acceptance of the resignation shall not be necessary to
make  it  effective.

     9.  A  Director  of  the  corporation  who  is  present at a meeting of the
Directors  at which action on any corporate matter is taken shall be presumed to
have  assented  to  the  action taken unless his dissent shall be entered in the
minutes  of  the  meeting  or  unless  he shall file his written dissent to such
action  with  the  person  acting  as  the  Secretary  of the meeting before the
adjournment  thereof  or  shall  forward  such dissent by registered mail to the
Secretary  of  the corporation immediately after the adjournment of the meeting.
Such  right  to dissent shall not apply to a Director who voted in favor of such
action.

ARTICLE  IV   OFFICERS
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     1.  The Officers of this company shall consist of: a President, one or more
Vice  Presidents,  Secretary,  Treasurer, and such other officers as shall, from
time  to  time,  be  elected  or  appointed  by  the  Board  of  Directors.


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     2.  The  PRESIDENT  shall  preside at all meetings of the Directors and the
shareholders  and  shall have general charge and control over the affairs of the
corporation  subject to the Board of Directors. He shall sign or countersign all
certificates,  contracts  and other instruments of the corporation as authorized
by  the  Board  of  Directors  and  shall  perform  all such other duties as are
incident  to  his  office  or  are  required  by  him by the Board of Directors.

     3.  The VICE PRESIDENT shall exercise the functions of the President during
the  absence  or disability of the President and shall have such powers and such
duties  as may be assigned to him, from time to time, by the Board of Directors.

     4.  The  SECRETARY  shall issue notices for all meetings as required by the
By-Laws,  shall  keep a record of the minutes of the proceedings of the meetings
of the shareholders and Directors, shall have charge of the corporate books, and
shall  make  such  reports  and perform such other duties as are incident to his
office,  or  properly  required  of  him  by the Board of Directors. He shall be
responsible  that  the  corporation  complies  with Section 78.105 of the Nevada
Revised  Statutes and supplies to the Nevada Resident Agent or Registered Office
in Nevada, any and all amendments to the corporation's Articles of Incorporation
and  any  and  all  amendments  or changes to the By-Laws of the corporation. In
compliance with Section 78.105, he will also supply to the Nevada Resident Agent
or  Registered  Office  in Nevada, and maintain, a current statement setting out
the name of the custodian of the stock ledger or duplicate stock ledger, and the
present  and  complete Post Office address, including street and number, if any,
where  such  stock  ledger  or  duplicate  stock  ledger  is  kept.

     5. The TREASURER shall have the custody of all monies and securities of the
corporation and shall keep regular books of account. He shall disburse the funds
of the corporation in payment of the just demands against the corporation, or as
may  be  ordered  by  the  Board  of  Directors, making proper vouchers for such
disbursements  and shall render to the Board of Directors, from time to time, as
may  be  required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties incident
to  his  office or which are properly required of him by the Board of Directors.


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     6.  The  RESIDENT  AGENT shall be in charge of the corporation's registered
office  in the State of Nevada, upon whom process against the corporation may be
served  and  shall  perform  all  duties  required  of  him  by  statute.

     7.  The  salaries  of all Officers shall be fixed by the Board of Directors
and  may  be  changed,  from  time  to  time,  by  a majority vote of the Board.

     8.  Each  of  such Officers shall serve for a term of one (1) year or until
their  successors  are  chosen  and  qualified.  Officers  may  be re-elected or
appointed  for  successive  annual  terms.

     9. The Board of Directors may appoint such other Officers and Agents, as it
shall  deem  necessary or expedient, who shall hold their offices for such terms
and  shall  exercise such powers and perform such duties as shall be determined,
from  time  to  time,  by  the  Board  of  Directors.

     10.  Any  Officer  or  Agent  elected  or appointed by the Directors may be
removed  by  the  Directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to  the  contract  rights,  if  any,  of  the  person  so  removed.

     11.  A  vacancy  in  any  office  because  of  death, resignation, removal,
disqualification  or otherwise, may be filled by the Directors for the unexpired
portion  of  the  term.

ARTICLE  V   INDEMNIFICATION  OF  OFFICERS  AND  DIRECTORS
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     The  corporation shall indemnify any and all of its Directors and Officers,
and  its former Directors and Officers, or any person who may have served at the
corporation's  request  as a Director or Officer of another corporation in which
it  owns  shares of capital stock or of which it is a creditor, against expenses
actually  and necessarily incurred by them in connection with the defense of any
action, suit or proceeding in which they, or any of them, are made parties, or a
party,  by  reason  of  being  or  having  been  Director(s)  or Officers of the
corporation,  or of such other corporation, except, in relation to matters as to
which any such Director or Officer or former Director or Officer or person shall
be  adjudged  in  such action, suit or proceeding to be liable for negligence or
misconduct  in the performance of duty. Such indemnification shall not be deemed
exclusive  of any other rights to which those indemnified may be entitled, under
By-Law,  agreement,  vote  of  shareholders  or  otherwise.

ARTICLE  VI  DIVIDENDS
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     The Directors may, from time to time, declare, and the corporation may pay,
dividends  on  its  outstanding  shares  in  the  manner  and upon the terms and
conditions  provided  by  law.

ARTICLE  VII   WAIVER  OF  NOTICE
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     Unless  otherwise  provided  by  law, whenever any notice is required to be
given  to any shareholder or Director of the corporation under the provisions of
these By-Laws or under the provisions of the Articles of Incorporation, a waiver
thereof  in  writing,  signed  by the person or persons entitled to such notice,
whether  before  or after the time stated therein, shall be deemed equivalent to
the  giving  of  such  notice.

ARTICLE  VIII   AMENDMENTS
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     1.  Any  of  these  By-Laws  may  be  amended  by  a  majority  vote of the
shareholders  at  any  annual  meeting or at any special meeting called for that
purpose.

     2.  The  Board  of  Directors  may  amend  the  By-Laws or adopt additional
By-Laws,  but  shall not alter or repeal any By-Laws adopted by the shareholders
of  the  company.


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