By-Laws
                               of
                      Drew Resources, Inc.

                            ARTICLE I
                    Meetings of Stockholders
Section  1.   The  annual  meeting of the  stockholders  of  this
  Corporation shall be held at the principal executive office  of
  this  Corporation, or at any other place, within or outside  of
  the  State of Nevada, specified by the Board of Directors.  The
  annual   meeting  of  the  stockholders,  after  the  year   of
  incorporation, shall be held at the time and date in each  year
  fixed by the Board of Directors. The meeting shall be held  for
  the  purpose of electing directors of this Corporation to serve
  during  the ensuing year and for the transaction of such  other
  business as may be brought before the meeting.
  At  least  ten  (10) days' written notice specifying  the  day,
  hour  and  place  when and where the annual  meeting  shall  be
  convened,  shall  be  mailed  in a United  States  Post  Office
  addressed to each of the stockholders of record at the time  of
  issuing the notice at his, her or its address last known as  it
  appears on the books of this Corporation.
Section  2.  Special meetings of the stockholders may be held  at
  the  office  of  this Corporation in the State  of  Nevada,  or
  elsewhere,  whenever called by the President, by the  Board  of
  Directors,  or by a vote of or an instrument in writing  signed
  by  the  holders  of  at least a majority  of  the  issued  and
  outstanding  capital stock of this Corporation.  At  least  ten
  (10)  days' written notice specifying the day, hour  and  place
  when  and there the annual meeting shall be convened, shall  be
  mailed in a United States Post Office addressed to each of  the
  stockholders  of record at the time of issuing  the  notice  at
  his,  her or its address last known as it appears on the  books
  of this Corporation.
Section  3.   If  all the stockholders of this Corporation  shall
  waive  notice of a meeting, no notice of such meeting shall  be
  required,  and whenever all of the stockholders shall  meet  in
  person  or  by  proxy,  such meeting shall  be  valid  for  all
  purposes,  without  call or notice, and  at  such  meeting  any
  corporate action may be taken.
  The  written certificate of the officer or officers calling any
  meeting,  setting  forth the substance of the  notice  and  the
  day,  hour and place of the mailing of the same to the  several
  stockholders,  and the respective addresses to which  the  same
  were  mailed  shall be prima facie evidence of the  manner  and
  fact of the calling and giving of such notice.
  If  the  address  of any stockholder does not appear  upon  the
  books  of  this Corporation, it will be sufficient  to  address
  any  notice to such stockholder at the principal office of this
  Corporation.
Section  4.   All  business  lawful  to  be  transacted  by   the
  stockholders  of  this  Corporation may be  transacted  at  any
  special  meeting  or  at  any adjournment  thereof.  Only  such
  business  referred  to  in  the  notice  calling  such  special
  meeting,  however,  shall  be acted upon  during  such  special
  meeting  or adjournment, unless all of the outstanding  capital
  stock  of  this Corporation is represented either in person  or
  by  proxy, in which case any lawful business may be transacted,
  and such meeting shall be valid for all purposes.
Section  5.   At  the stockholders' meetings, the  holders  of  a
  majority of the entire issued and outstanding capital stock  of
  this  Corporation shall constitute a quorum for  all  purposes.
  If  the  holders of the amount of stock necessary to constitute
  a  quorum shall fail to attend (at the time and place fixed  by
  these  By-Laws for any annual meeting, or fixed by a notice  as
  provided  above for any special meeting), either in  person  or
  by  proxy,  a majority in interest of the stockholders  present
  in  person  or  by proxy may adjourn from time-to-time  without
  notice  other  than  by  announcement  at  the  meeting,  until
  holders  of  the  amount  of stock requisite  to  constitute  a
  quorum  shall  attend.  Any  business  that  might  have   been
  transacted  at the originally-called meeting may be  transacted
  at  any  such  adjourned meeting at which  a  quorum  shall  be
  present.
Section   6.    At  such  meeting  of  the  stockholders,   every
  stockholder shall be entitled to vote in person or by his duly-
  authorized  proxy appointed by instrument in writing subscribed
  by  such  stockholder of by his duly-authorized attorney.  Each
  stockholder  shall have one (1) vote for each  share  of  stock
  standing registered in his, her or its name on the book of  the
  Corporation,  ten (10) days preceding the day of such  meeting.
  The  votes  for directors, and upon demand by any  stockholder,
  upon  any  question properly before the meeting,  shall  be  by
  viva voce.
  At  each meeting of the stockholders, a full, true and complete
  list,   in  alphabetical  order,  indicating  all  stockholders
  entitled to vote at such meeting and the number of shares  held
  by  each  such stockholder, certified by the Secretary of  this
  Corporation, shall be furnished. The list shall be prepared  at
  least  ten (10) days before such meeting and shall be  open  to
  inspection by the stockholders, their agents or their  proxies,
  at  the  place where such meeting is to be held,  and  for  ten
  (10) days prior thereto. Only persons in whose names shares  of
  stock  are registered on the books of this Corporation for  ten
  (10)  days preceding the date of such meeting, as evidenced  by
  the  list  of stockholders, shall be entitled to vote  at  such
  meeting.  Proxies and powers-of-attorney to vote must be  filed
  with the Secretary of this Corporation before an election or  a
  meeting  of  the stockholders, or they cannot be used  at  such
  election or meeting.
Section  7.  At each meeting of the stockholders, the polls shall
  be   opened  and  closed;  the  proxies  and  ballots   issued,
  received,  and  be taken in charge of, for the purpose  of  the
  meeting,  and  all  questions touching  the  qualifications  of
  voters  and  the  validity of proxies, and  the  acceptance  or
  rejection  of  votes, shall be decided by two inspectors.  Such
  inspectors  shall be appointed at the meeting by the  presiding
  officer of the meeting.
Section  8.   At the stockholders' meetings the regular order  of
  business shall be as follows:
     1.   Reading and approving the Minutes of previous  meeting
          or meetings;
     2.   Reports  of  the  Board  of Directors,  President,
          Treasurer, and/or Secretary of this Corporation in
          the order listed;
     3.   Reports of any Committee;
     4.   Election of Directors;
     5.   Unfinished business;
     6.   New business;
     7.   Adjournment.

                           ARTICLE II
                  Directors and Their Meetings
Section  1.   The  Board of Directors of this  Corporation  shall
  consist  of  no  less than one (1) and no more  than  five  (5)
  persons  who shall be chosen by the stockholders at the  annual
  meeting.  Each  Director shall hold office for  one  year,  and
  until  his  or  her  successor is elected  and  qualified.  The
  initial Board shall consist of five (5) Directors.
Section  2.   When  any vacancy occurs among the Directors  as  a
  result  of death, resignation, disqualification or other cause,
  the  stockholders, at any regular or special meeting, or at any
  adjourned meeting thereof, or the remaining Directors, if  any,
  by  the  affirmative vote of a majority thereof, shall elect  a
  successor to hold office for the unexpired portion of the  term
  of  the Director whose place shall have become vacant and until
  his or her successor is elected and qualified.
Section  3.   The  meeting of the Directors may be  held  at  the
  principal  office of this Corporation in the State  of  Nevada,
  or  elsewhere,  at  such  place  or  places  as  the  Board  of
  Directors may, from time-to-time, determine.
Section  4.  Regular meetings of the Board of Directors shall  be
  held  as  often  as necessary. Notice of such regular  meetings
  shall  be  mailed  to each director by the Secretary  at  least
  three  (3)  days  prior to the day fixed for such  meeting.  No
  regular  meeting shall be held void or invalid if  such  notice
  is  not  given, provided that the meeting is held at  the  time
  and  place  fixed  by  these By-Laws for holding  such  regular
  meetings.
  Special meetings of the Board of Directors may be held  on  the
  call  of the President or Secretary on at least three (3) days'
  notice by mail or telegraph.
  Any  meeting of the Board, no matter where held, at  which  all
  of  the  members shall be present, even though without  notice,
  or  of  which  notice  shall have been  waived  by  all  absent
  Directors, shall be valid for all purposes, provided  a  quorum
  shall  be  present, unless otherwise indicated  in  the  notice
  calling the meeting or in the waiver of notice.
  Any  and  all  business may be transacted  at  any  regular  or
  special meeting of the Board of Directors.
Section   5.   A  majority  of  the  Directors  in  office  shall
  constitute  a  quorum for the transaction of business.  At  any
  meeting  at which less than a quorum is present, a majority  of
  Directors  present may vote to adjourn from time-to-time  until
  a  quorum shall be present; no notice of such adjournment shall
  be  required. The Board of Directors may prescribe rules not in
  conflict  with  these By-Laws for the conduct of its  business;
  provided,  however,  that in fixing salaries  for  officers  of
  this  Corporation, the unanimous action of all Directors  shall
  be required.
Section  6.   A  Director  need  not be  a  stockholder  of  this
  Corporation.
Section  7.   The  Directors  shall  be  allowed  and  paid   all
  necessary  expenses incurred in attending any  meeting  of  the
  Board,  but  shall  not  receive  any  compensation  for  their
  services  as  directors until such time as this Corporation  is
  able to declare and pay dividends on its capital stock.
Section  8.   The Board of Directors shall make a report  to  the
  stockholders at annual meetings of the stockholders and  shall,
  upon  request,  furnish  a true copy of  such  report  to  each
  stockholder.  The  Board,  in its discretion,  may  submit  any
  contract or act for approval or ratification at any meeting  of
  stockholders  called  for the purpose of considering  any  such
  contract or act, provided a quorum is present.
Section  9.   The  Board of Directors shall have the  power  from
  time-to-time  to provide for the management of the  offices  of
  this  Corporation  in  such manner as  they  see  fit,  and  in
  particular, from time-to-time to delegate any of the powers  of
  the  Board  in  the  course  of the current  business  of  this
  Corporation  to  any standing or special committee  or  to  any
  officer  or  agent and to appoint any persons to be  agents  of
  this  Corporation with such powers (including the power to sub-
  delegate), and upon such terms as may be deemed fit.
Section  10.  At meetings of the Board of Directors, the  regular
  order of business shall be as follows:
     1.    Reading and approving the Minutes of previous  meeting
     or meetings;
     2.   Reports of Officers and Committee-members;
     3.   Election of Officers;
     4.   Unfinished business;
     5.   New business;
     6.   Adjournment.

                           ARTICLE III
                    Officers and Their Duties
Section  1.   The officers of this Corporation shall  consist  of
  the  President, the Secretary, and the Treasurer, each of  whom
  shall  be appointed by the Board of Directors. This Corporation
  may   also   have  one  or  more  Vice  Presidents,   Assistant
  Secretaries,  or Assistant Treasurers. The Board  of  Directors
  may  appoint other officers. The order of seniority of the Vice
  Presidents, if any such officers exist, shall be the  order  of
  their  nomination unless otherwise determined by the  Board  of
  Directors. Any two or more of such offices may be held  by  the
  same  individual.  The Board of Directors shall  designate  one
  officer   as  the  chief  financial  officer  (CFO)   of   this
  Corporation. In the absence of such designation, the  Treasurer
  shall  be the CFO. The Board of Directors may appoint, and  may
  empower  the President to appoint, such other officers  as  the
  business  of this Corporation may require. Each of these  other
  officers shall have such authority and may perform such  duties
  as  are  provided in these By-Laws or as the Board of Directors
  may   determine  from  time-to-time.  The  salary   and   other
  compensation  of  officers shall be fixed from time-to-time  by
  resolution  or  in  the  manner  determined  by  the  Board  of
  Directors.
  Each  officer  of this Corporation shall hold office  from  the
  date  elected to the date when his or her successor is elected;
  provided  that all officers, as well as any employee  or  agent
  of  this  Corporation,  may  be removed  at  any  time  at  the
  pleasure  of  the Board of Directors. Nothing in these  By-Laws
  shall  be  construed as creating any kind of contractual  right
  to  employment with this Corporation. Any officer may resign at
  any  time  by giving written notice to the Board of  Directors,
  the President or the Secretary of this Corporation. Receipt  of
  such  notice, however, is without prejudice to the  rights,  if
  any,  of  this  Corporation under any contract  to  which  such
  officer  is a party. Any such resignation shall take effect  at
  the  date  of receipt or at such later time specified  therein.
  Unless   otherwise  specified  therein,  acceptance   of   such
  resignation  is  not  necessary for the resignation  to  become
  effective. A vacant office may be filled by vote of  the  Board
  of  Directors, or the Board may vest an officer with the  power
  to fill a vacant office.
Section 2.  The President shall be the executive officer of  this
  Corporation  and  shall have a duty to supervise,  control  and
  manage  the  day-to-day operation of this Corporation,  subject
  only  to directions from the Board of Directors with regard  to
  the  direction  of  this Corporation's affairs.  The  President
  shall have full power to execute any and all documents for  and
  on  behalf of this Corporation, including, but not limited  to,
  entering  into leases for real property, equipment,  furniture,
  furnishings,  hiring  and  firing all  personnel,  setting  and
  establishing  operational manuals and policies,  entering  into
  contracts  necessary  for  the  day-to-day  operation  of  this
  Corporation, establishing lines of credit for this  Corporation
  and  accounts  payable thereof; except when  such  powers  have
  been  specifically  limited  by the  Board  of  Directors.  The
  President  shall also be a member and chairman of any Executive
  Committee  that  may  be  established;  shall  preside  at  all
  meetings  of  the  Board  of  Directors  and  all  meetings  of
  stockholders;  shall sign all Certificates of Stock  issued  by
  this  Corporation; perform any and all other duties  prescribed
  by  the  Board of Directors which can be performed  during  the
  normal work period.
Section  3.   The  Vice  Presidents (if  any  such  officers  are
  appointed),  in  order  of  their  seniority,  may  assume  and
  perform  the  duties  of  the  President  in  the  absence   or
  disability  of the President, or at such times that the  office
  of  the  President  is vacant. The Vice Presidents  shall  have
  such  titles,  perform such other duties, and have  such  other
  powers  as the Board of Directors, the President, or these  By-
  Laws may designate from time-to-time.
Section  4.   The Treasurer shall keep and maintain, or cause  to
  be  kept and maintained, adequate and correct accounts  of  the
  properties  and business transactions of this Corporation.  The
  books  of  account  shall at all reasonable times  be  open  to
  inspection by any Director.
  The  Treasurer shall deposit all moneys and other valuables  in
  the  name  of and to the credit of this Corporation, with  such
  depositories  as may be designated by the Board  of  Directors.
  The  Treasurer shall render to the President and the Directors,
  whenever  they  request,  an account  of  all  the  Treasurer's
  transactions  as Treasurer, and of the financial  condition  of
  this Corporation.
  The  Treasurer  shall be responsible for the establishment  and
  maintenance  of  accounting  and  other  systems  required   to
  control  and  account for the assets of this  Corporation,  and
  provide  safeguards therefore; to collect information  required
  for  management purposes; and to perform such other duties, and
  to  have  such other powers, as the Board of Directors  or  the
  President may designate from time-to-time.
  The  President may direct any Assistant Treasurer to assume and
  perform  the  duties  of  the  Treasurer  in  the  absence   or
  disability  of  the  Treasurer, and  each  Assistant  Treasurer
  shall  perform such other duties and have such other powers  as
  the  Board  of  Directors or the President may  designate  from
  time-to-time.
Section  5.  The Secretary shall keep the minutes of all meetings
  of  the Board of Directors, the stockholders, and the Executive
  Committee,  if  any, in books provided for  such  purpose.  The
  Secretary  shall  attend  to  the giving  and  serving  of  all
  notices  of  this Corporation; may sign with the  President  or
  Vice  President, in the name of this Corporation, all contracts
  authorized  by  the Board of Directors or Executive  Committee;
  shall  affix  the  corporate seal of this  Corporation  thereto
  when  so  authorized  by  the Board of Directors  or  Executive
  Committee;  shall  have  custody of the corporate  seal;  shall
  affix  the  corporate seal to all Certificates  of  Stock  duly
  issued  by  this Corporation; shall have charge  of  the  Stock
  Certificate  Books,  Transfer Books,  Stock  Ledgers  and  such
  other  books and papers as the Board of Directors or  Executive
  Committee  may  direct, all of which shall  at  all  reasonable
  times  be  open  to  the  examination  of  any  Director   upon
  application  at the office of this Corporation during  business
  hours;  and  shall, in general, perform all duties incident  to
  the office of Secretary.
Section  6.   The  Board  of Directors may appoint  an  Assistant
  Secretary  who shall have such powers and perform  such  duties
  as  may  be  prescribed  by  the  Secretary  or  the  Board  of
  Directors.
Section  7.   Unless otherwise ordered by the Board of Directors,
  the President shall have full power and authority on behalf  of
  this  Corporation to attend and to act and vote at any  meeting
  of   the   stockholders  of  any  corporation  in  which   this
  Corporation  may  hold stock. At such meetings,  the  President
  shall  possess and may exercise any and all rights  and  powers
  incident  to  the ownership of such stock, and  which,  as  the
  owner  thereof,  this  Corporation  might  have  possessed  and
  exercised  if  present. The Board of Directors, by  resolution,
  from  time-to-time, may confer like powers  on  any  person  or
  persons   in   place  of  the  President  to   represent   this
  Corporation for the purposes in this section mentioned.

                           ARTICLE IV
                          Capital Stock
Section  1.   The  capital  stock of this  Corporation  shall  be
  issued  in such manner, at such times, and upon such conditions
  as shall be prescribed by the Board of Directors.
Section  2.   Ownership  of stock in this  Corporation  shall  be
  evidenced  by Certificates of Stock in such forms as  shall  be
  prescribed  by the Board of Directors, and shall be  under  the
  seal  of  this Corporation and signed by the President or  Vice
  President   and  the  Secretary  or  Assistant  Secretary.   No
  certificate shall be valid unless it is so signed.
  All  Certificates shall be numbered consecutively. The name  of
  the  person  owning  the shares represented  thereby  with  the
  number  of  such shares and the date of issue shall be  entered
  upon the books of this Corporation.
  All  certificates  surrendered to  this  Corporation  shall  be
  canceled.  No new certificate shall be issued until the  former
  certificate  for  the  same number of shares  shall  have  been
  surrendered or canceled.
Section  3.  No transfer of stock shall be valid as against  this
  Corporation  except  on  surrender and cancellation  therefore,
  accompanied  by  an assignment or transfer by the  owner,  made
  either  in person or under assignment, a new certificate  shall
  be issued therefore.
  Whenever   any  transfer  shall  be  expressed  as   made   for
  collateral  security  and not absolutely,  the  same  shall  be
  expressed  in the entry of said transfer on the books  of  this
  Corporation.
Section  4.   The  Board  of  Directors  shall  have  power   and
  authority   to   make  all  such  rules  and  regulations   not
  inconsistent  herewith as it may deem expedient concerning  the
  issue, transfer and registration of Certificates for shares  of
  the  capital stock of this Corporation. The Board of  Directors
  may  appoint  a transfer agent and registrar of transfers,  and
  may  require  all  Certificates to bear the signature  of  such
  transfer agent and registrar of transfers.
Section  5.   The  Stock Transfer Books shall be closed  for  all
  meetings  of the stockholders for the period of ten  (10)  days
  prior to such meetings, and shall be closed for the payment  of
  dividends  during  such periods as may be fixed  from  time-to-
  time  by the Board of Directors. During such periods, no  stock
  shall be transferable.
Section  6.  Any person or persons applying for a Certificate  in
  lieu  of one alleged to have been lost or destroyed shall  make
  affidavit  of  affirmation of the fact, and shall deposit  with
  this  Corporation an affidavit. Whereupon, at the  end  of  six
  months  after  the  deposit of said  affidavit  and  upon  such
  person  or persons giving bond of indemnity to this Corporation
  in  an amount double the current value of the stock against any
  damage,  loss, or inconvenience to this Corporation, which  may
  or  can  arise in consequence of a new or duplicate Certificate
  being  issued in lieu of the one lost or missing, the Board  of
  Directors  may cause to be issued to such person or  persons  a
  new  Certificate, or a duplicate of the Certificate so lost  or
  destroyed.  The  Board  of Directors may,  in  its  discretion,
  refuse  to  issue such new or duplicate Certificate  save  upon
  the  order  of  some court having jurisdiction in such  matter,
  anything herein to the contrary notwithstanding.
Section  7.  All holders of stock of this Corporation are subject
  to the provisions of Article IX of these By-Laws.
Section  8.   Each certificate evidencing ownership of  stock  in
  this  Corporation shall contain the following endorsement  upon
  its face so as to give notice to any transferee thereof:
"The  shares of stock represented by this certificate are subject
to  all  of  the  terms  expressed in the Corporation's  By-Laws,
particularly  those in Article IX that restrict the  transfer  or
encumbrance of these shares. A copy of the By-Laws is on file  at
the Corporation's office."

                            ARTICLE V
                        Offices and Books
Section  1.   The resident agents office of this Corporation,  in
  Nevada, shall be:
  Nevada  Agency  & Trust Co., 50 W. Liberty, Ste 880,  Reno,  NV
  89501.
Section  2.  This Corporation may have a principal office in  any
  other  state  or  territory  as  the  Board  of  Directors  may
  designate.
Section  3.  The Stock and Transfer Books and a copy of  the  By-
  Laws  and  Articles of Incorporation of this Corporation  shall
  be  kept  at  its principal office in the State of Nevada,  for
  the  inspection of all who are authorized or have the right  to
  see  the  same, and for the transfer of stock. All other  books
  of  this  Corporation shall be kept at such places  as  may  be
  prescribed by the Board of Directors.

                           ARTICLE VI
                         Indemnification
Section  1.   For  purposes of this Article,  "Indemnitee"  shall
  mean  each Director or Officer who was or is a party to, or  is
  threatened to be made a party to, or is otherwise involved  in,
  any  Proceeding (as hereinafter defined), by reason of the fact
  that  he  or  she  is  or was a Director  or  Officer  of  this
  Corporation  or  is  or  was serving in  any  capacity  at  the
  request  of this Corporation as a Director, Officer,  employee,
  agent, partner, or fiduciary of, or in any other capacity  for,
  another  corporation,  partnership, joint  venture,  trust,  or
  other   enterprise.  The  term  "Proceeding"  shall  mean   any
  threatened,  pending  or completed action or  suit  (including,
  without limitation, an action, suit or proceeding by or in  the
  right   of   this   Corporation),  whether   civil,   criminal,
  administrative or investigative.
  Each  Indemnitee shall be indemnified and held harmless by this
  Corporation  for all actions taken by him or her, and  for  all
  omissions  (regardless  of  the date  of  any  such  action  or
  omission),  to  the  fullest extent permitted  by  Nevada  law,
  against  all  expense, liability and loss  (including,  without
  limitation, attorney fees, judgments, fines, taxes,  penalties,
  and  amounts  paid  or  to  be paid in  settlement)  reasonably
  incurred  or suffered by the Indemnitee in connection with  any
  Proceeding.
  Indemnification pursuant to this Section shall continue  as  to
  an  Indemnitee who has ceased to be a Director or  Officer  and
  shall  inure to the benefit of his or her heirs, executors  and
  administrators.
  This Corporation may, by action of its Board of Directors,  and
  to  the extent provided in such action, indemnify employees and
  other persons as though they were Indemnitees.
  The  rights  to  indemnification as provided  in  this  Article
  shall be non-exclusive of any other rights that any person  may
  have  or hereafter acquire under an statute, provision of  this
  Corporation's Articles of Incorporation or By-Laws,  agreement,
  vote of stockholders or Directors, or otherwise.
Section  2.  This Corporation may purchase and maintain insurance
  or  make  other financial arrangements on behalf of any  person
  who  is  or was a Director, Officer, employee or agent of  this
  Corporation,  or  is  or was serving at  the  request  of  this
  Corporation   in   such   capacity  for  another   corporation,
  partnership, joint venture, trust or other enterprise  for  any
  liability  asserted  against  him  or  her  and  liability  and
  expenses  incurred by him or her in such capacity,  whether  or
  not  this Corporation has the authority to indemnify him or her
  against such liability and expenses.
  The  other  financial arrangements which may be  made  by  this
  Corporation  may include, but are not limited to, (a)  creating
  a  trust  fund;  (b) establishing a program of  self-insurance;
  (c)  securing its obligation of indemnification by  granting  a
  security  interest  or other lien on any of this  Corporation's
  assets,  and (d) establishing a letter of credit, guarantee  or
  surety.  No financial arrangement made pursuant to this section
  may  provide  protection for a person adjudged by  a  court  of
  competent   jurisdiction,  after  exhaustion  of  all   appeals
  therefrom, to be liable for intentional misconduct,  fraud,  or
  a  knowing  violation of law, except with respect to  advancing
  expenses or indemnification ordered by a court.
  Any insurance or other financial arrangement made on behalf  of
  a  person  pursuant  to this section may be  provided  by  this
  Corporation  or  any  other person approved  by  the  Board  of
  Directors, even if all or part of the other person's  stock  or
  other  securities is owned by this Corporation. In the  absence
  of fraud:
  1.the  decision  of the Board of Directors as to the  propriety
     of  the  terms  and  conditions of any  insurance  or  other
     financial arrangement made pursuant to this section, and the
     choice  of  the  person to provide the  insurance  or  other
     financial arrangement is conclusive; and
  2.   the insurance or other financial arrangement
     (a)    is not void or voidable; and
     (b)     does  not  subject  any  Director  approving  it  to
       personal liability for his action,
     (c)     even  if a Director approving the insurance  or
       other  financial arrangement is a beneficiary of  the
       insurance or other financial arrangement.
Section   3.    The  provisions  of  this  Article  relating   to
  indemnification  shall  constitute  a  contract  between   this
  Corporation and each of its Directors and Officers,  which  may
  be  modified  as  to  any Director or Officer  only  with  that
  person's  consent or as specifically provided in this  section.
  Notwithstanding any other provision of the By-Laws relating  to
  their  amendment  generally, any repeal or  amendment  of  this
  Article  which  is  adverse to any Director  or  Officer  shall
  apply  to such Director or Officer only on a prospective  basis
  and   shall   not   limit  the  rights  of  an  Indemnitee   to
  indemnification with respect to any action or  failure  to  act
  occurring  prior  to  the  time of such  repeal  or  amendment.
  Notwithstanding  any  other  provision  of  these  By-Laws,  no
  repeal  or amendment of these By-Laws shall affect any  or  all
  of  this  Article  so as to limit or reduce the indemnification
  in  any manner unless adopted by (a) the unanimous vote of  the
  Directors  of  this  Corporation  then  serving,  or  (b)   the
  stockholders  as  set  forth in ARTICLE VIII  hereof;  provided
  that   no   such   amendment  shall  have  retroactive   effect
  inconsistent with the preceding sentence.
Section  4.  References in this Article to Nevada law or  to  any
  provision  thereof shall be to such law as it  existed  on  the
  date  these By-Laws were adopted or as such law thereafter  may
  be  changed; provided that (a) in the case of any change  which
  expands   the  liability  of  an  Indemnitee  or   limits   the
  indemnification  rights  or  the  rights  to   advancement   of
  expenses  which  this Corporation may provide,  the  rights  to
  limited  liability, to indemnification and to  the  advancement
  of   expenses  provided  in  this  Corporation's  Articles   of
  Incorporation,  these  By-Laws,  or  both  shall  continue   as
  theretofore  to the extent permitted by law; and  (b)  if  such
  change  permits  this Corporation, without the  requirement  of
  any  further  action  by stockholders or  Directors,  to  limit
  further  the  liability of Indemnitees or  to  provide  broader
  indemnification  rights  or  rights  to  the   advancement   of
  expenses  than this Corporation was permitted to provide  prior
  to  such  change, liability thereupon shall be so  limited  and
  the  rights  to  indemnification and  advancement  of  expenses
  shall be so broadened to the extent permitted by law.

                           ARTICLE VII
                          Miscellaneous
Section  1.   The Board of Directors shall have power to  reserve
  over  and  above the capital stock paid in, such an  amount  in
  its  discretion, as it may deem advisable, to fix as a  reserve
  fund,  and may, from time-to-time, declare dividends  from  the
  accumulated  profits  of  this Corporation  in  excess  of  the
  amounts  so  reserved and pay the same to the  stockholders  of
  this   Corporation,  and  may  also,  if  it  deems  the   same
  advisable,  declare  stock dividends of  the  unissued  capital
  stock of this Corporation.
Section  2.   No  agreement, contract or obligation  (other  than
  checks in payment of indebtedness incurred by authority of  the
  Board  of  Directors) involving the payment of  moneys  or  the
  credit  of this Corporation of more than FIVE THOUSAND  DOLLARS
  ($5,000), shall be made without the authority of the  Board  of
  Directors or of the Executive Committee, if any.
Section  3.   Unless otherwise ordered by the Board of Directors,
  all  agreements and contracts shall be signed by the  President
  and   the  Secretary  in  the  name  and  on  behalf  of   this
  Corporation,  and  shall  have  the  Corporate  Seal   attached
  thereto.
Section  4.   All  moneys of this Corporation shall be  deposited
  when and as received by the Treasurer in such bank or banks  or
  other depository as may from time-to-time be designated by  the
  Board  of  Directors, and such deposits shall be  made  in  the
  name of this Corporation.
Section  5.   No  note, draft, acceptance, endorsement  or  other
  evidence   of   indebtedness  shall  be  valid   against   this
  Corporation  unless the same shall be signed by  the  President
  or   Vice  President  and  attested  by  the  Secretary  or  an
  Assistant  Secretary,  or  signed  by  the  Treasurer   or   an
  Assistant  Treasurer and countersigned by the  President,  Vice
  President  or  Secretary,  except  that  the  Treasurer  or  an
  Assistant   Treasurer   may,  without  countersignature,   make
  endorsements  for deposit to the credit of this Corporation  in
  all its duly authorized depositories.
Section  6.   No loan or advance of money shall be made  by  this
  Corporation to any stockholder or Officer therein,  unless  the
  Board of Directors shall otherwise authorize.
Section  7.  No Director or Officer of this Corporation shall  be
  entitled  to  any  salary  or  compensation  for  any  services
  performed   for  this  Corporation,  unless  such   salary   or
  compensation  shall  be fixed by resolution  of  the  Board  of
  Directors,  adopted by the unanimous vote of all the  Directors
  voting in favor thereof.
Section  8.   This Corporation may take, acquire, hold, mortgage,
  sell or otherwise deal in stocks, bonds or other securities  of
  any  other  Corporation,  if and  as  often  as  the  Board  of
  Directors shall so elect.
Section  9.  The Directors shall have the power to authorize  and
  cause to be executed, mortgages and liens, without limit as  to
  amount,  upon  the property and franchise of this  Corporation.
  Pursuant to affirmative vote, either in person or by proxy,  of
  the  holders  of  a  majority of the capital stock  issued  and
  outstanding, the Directors shall have the authority to  dispose
  in any manner of the whole property of this Corporation.
Section  10.  This Corporation shall have a Corporate  Seal,  the
  design thereof being as follows:

                          ARTICLE VIII
                      Amendment of By-Laws
Section  1.  Amendments and changes of these By-Laws may be  made
  at  any regular or special meeting of the Board of Directors by
  a  vote  of  not less than all of the entire Board, or  may  be
  made by a vote of, or a consent in writing by the holders of  a
  majority of the issued and outstanding capital stock.

                           ARTICLE IX
               Restrictions on Transfers of Stock
Section 1.  Restrictions
     Section  1.1     No  stock  of  this  Corporation  shall  be
          transferred on the books of this Corporation unless  in
          compliance with the terms of this Article.
     Section  1.2     Except  as  otherwise  provided  below,   a
          shareholder   is  hereby  prohibited  from   making   a
          voluntary  sale,  transfer, assignment,  hypothecation,
          gift, or any other alienation of any share or shares in
          this Corporation, or any right or interest therein; nor
          shall  a shareholder allow any such share or shares  to
          become subject to an involuntary transfer by order of a
          court,  sale  upon execution of a judgment, appointment
          of   a   receiver  or  trustee  in  bankruptcy  for   a
          shareholder, or any other legal process resulting in  a
          transfer of said shares.
     Section  1.3     In the event that a shareholder desires  to
          make  a  prohibited  voluntary transfer,  or  has  been
          forced to subject his stock to a prohibited involuntary
          transfer,  the shareholder shall be required  to  offer
          for  sale to this Corporation all of his shares subject
          to  such  a prohibited transfer, at the price and  upon
          the  terms  specified in this Article. This Corporation
          shall  be  notified of the offer by the shareholder  in
          writing,   and  that  shall  constitute  a  notice   of
          disposition of shares within the meaning of  section  2
          below.
     Section 1.4    Any shares of stock of this Corporation shall
          be subject to the terms of this Article, and any holder
          hereof shall confirm in writing the holder's obligation
          to  be  bound by all of the terms, provision,  options,
          and restrictions of this Article.
Section 2.  Purchase of shares
     Section  2.1    Within a period of sixty (60) days following
          the  delivery of such notice of disposition of  shares,
          this Corporation shall notify the holder of such shares
          (the  "Selling Shareholder") if it elects  to  purchase
          all or a portion of such shares.
     Section  2.2     The  occurrence of any  event  which  would
          require transmission to this Corporation of a notice of
          disposition  of shares shall immediately give  rise  to
          all  options given herein to this Corporation  and  its
          shareholders to purchase such shares, and such  options
          may  be  exercised without regard to whether any notice
          of  disposition  of  shares is in  fact  given  by  the
          Selling Shareholder. The period under section 2.1 above
          shall   not,   however,  begin  to   run   until   this
          Corporation,  through its officers or directors,  shall
          have actual knowledge of such event.
     Section  2.3    To the extent this Corporation elects not to
          purchase  such  shares  or is legally  prohibited  from
          doing  so,  it  shall, within the said sixty  (60)  day
          period, so notify all shareholders of record who own at
          least twenty percent (20%) of the outstanding stock  of
          this  Corporation (a "Qualified Shareholder"). Any such
          shareholder  may,  within thirty (30)  days  after  the
          service  of such notice, elect to purchase any part  or
          all  of the stock so offered. Any Qualified Shareholder
          desiring  to  purchase  said  stock  shall  notify  the
          Selling  Shareholder in writing within the said  thirty
          (30)  day  period. In the event more than one Qualified
          Shareholder  desires  to  purchase  said  stock,  those
          shares  shall be prorated among them based  upon  their
          respective holdings in this Corporation.
     Section  2.4     In  the  event  this  Corporation  and  all
          Qualified Shareholders declines to purchase said stock,
          the  holder may within a period of six months from  the
          date  of giving said notice sell or transfer said stock
          as  he  or  she  may  see fit. The  person  or  persons
          acquiring said stock shall hold it subject to  all  the
          terms,   conditions  and  options  contained  in   this
          Article.  If no transfer is made within the  six  month
          period,  no  further disposition of said stock  may  be
          made without again giving the notice and providing  the
          option to this Corporation as set forth herein.
     Section  2.5    The purchase price and terms of any purchase
          under this Article shall be as set forth in sections  6
          and 7 below.
Section  3.   Notwithstanding the above provisions, a shareholder
  may  make  a  lifetime gift of his stock, whether in  trust  or
  outright, to another shareholder, his parents, or his  children
  or  their  issue. Any such gift to a minor shall be subject  to
  the  condition  that the same be affirmed by  such  minor  upon
  attaining the age of majority and, if not affirmed by a  letter
  in  writing  to this Corporation within sixty (60)  days  after
  such  minor  attains majority, such stock shall be  subject  to
  the  purchase option provisions set forth above as if a  notice
  of  disposition had been given on the last day of  said  period
  for affirmance, except as limited by section 9 below.
Section  4.   No  provision  in this Article  shall  prevent  any
  shareholder from pledging his shares as security for a debt  or
  obligation, but such pledge shall provide that in the event  of
  foreclosure, the person acquiring such shares shall be  subject
  to  the  terms  and conditions of this Article.  A  foreclosure
  shall  be  deemed  to  constitute  notice  from  the  purchaser
  thereof  to  this  Corporation of a disposition  of  the  stock
  under  section  2  above.  The  options  thereupon  given  this
  Corporation under the terms of section 2 above shall  apply  to
  all foreclosed shares.
Section 5.  Death of a Shareholder
     Section5.1     Upon the death of a shareholder, the personal
          representative  of his estate, trustee  of  his  living
          trust,  or  other successor-in-interest to his  shares,
          shall  within thirty (30) days of the date of the death
          notify  this Corporation of such death and  deliver  to
          this  Corporation proof of its authority to act as  the
          successor-in-interest to the deceased shareholder.
     Section  5.2     Upon receipt of the notification of  death,
          this  Corporation shall within sixty (60) days purchase
          the   stock  of  the  deceased  shareholder  from   the
          successor-in-interest  of  the   deceased   shareholder
          according to the provisions of sections 6 and 7 below.
Section 6.  Purchase Price
     Section  6.1    At least annually, at the annual meeting  of
          this  Corporation or as otherwise mutually agreed,  the
          shareholders shall determine by unanimous  agreement  a
          total value to be placed upon all outstanding stock  of
          this Corporation.
     Section  6.2    The total value of this Corporation's  stock
          shall be divided by the number of outstanding shares of
          stock  of  this  Corporation at the date  a  notice  of
          disposition is delivered. This value shall be  used  to
          calculate  the  total value of shares  offered  by  the
          Selling Shareholder.
     Section  6.3     If, at the time a notice of disposition  is
          delivered,  more  than one year has elapsed  since  the
          base value was last determined, the base value shall be
          the  last  agreed value or the net book value  of  this
          Corporation  determined  in accordance  with  generally
          accepted accounting principles, whichever is higher.
Section 7.  Purchase Terms
     Section  7.1    The down payment shall be five percent  (5%)
          of  the total purchase price. The down payment shall be
          in  cash  at  the  time notification  is  made  by  the
          purchaser of his or her election to purchase,  or  upon
          determination  of the total purchase  price  under  the
          provisions of this Article, whichever is later.
     Section  7.2     The balance of the purchase price shall  be
          represented  by a promissory note of the  purchaser  or
          purchasers payable in equal annual installments on  the
          anniversary date of the payment of the down payment.
     Section  7.3    Such promissory note shall be non-negotiable
          in form and shall bear interest at the prevailing prime
          rate  for  loans  of similar duration  charged  by  the
          largest  bank  in  the state of Nevada.  Such  interest
          shall  be  payable  on  the  annual  payment  date   of
          principal. The holder of such note shall have the right
          to  declare  the note due and payable in  full  in  the
          event of a default in the making of any payment. In the
          event of the death of the maker of the note, the unpaid
          balance  of that note shall become immediately due  and
          payable at the election of the holder of the note.
     Section 7.4    The Selling Shareholder shall, upon receiving
          the  down payment and the note, if any, for the balance
          of   the   purchase  price,  endorse  the  certificates
          representing the shares being sold to the purchaser  or
          purchasers of said shares.
     Section  7.5     So  long  as no default  occurs  in  making
          payments  due  under  the note, the  purchaser  of  the
          shares  shall  be  entitled to  receive  all  dividends
          thereon and shall be entitled to vote such shares.
Section 8.  Life Insurance
     Section  8.1     This Corporation may, if it deems advisable
          in  order  to  assure continuity in its management  and
          policies,  purchase  life insurance  policies  in  such
          amounts as it deems advisable upon the lives of any one
          or more of its shareholders, but shall not be obligated
          to  do so. Should such insurance be purchased, the down
          payment  to  be  made by reason of sale  following  the
          death  of  an  insured shareholder shall  be  increased
          above  the section 7 amount to the lesser of the agreed
          selling price as determined in section 6 and the actual
          amount of the life insurance proceeds.
     Section  8.2     If  this Corporation has purchased  a  life
          insurance  policy for a shareholder who  has  sold  his
          shares under the provisions of this Article during  his
          lifetime,  the  coverage shall  be  continued  by  this
          Corporation   during  the  period   allowed   for   the
          installment payment of such shares. After final payment
          has  been  made, the Selling Shareholder  may  purchase
          from  this Corporation any life insurance policies then
          in effect at their cash surrender values.
Section 9.  Other Provisions
     Section  9.1     Time is of the essence in carrying out  the
          terms of this Article. Each party, therefore, agrees to
          perform any acts herein required of such party  and  to
          execute and deliver any documents required to carry out
          the  provisions of this Agreement promptly  within  the
          time periods herein described.
     Section 9.2    Each shareholder agrees to insert in his will
          a  direction  and  authorization  to  his  executor  to
          fulfill and comply with the provisions hereof.
     Section  9.3     Notwithstanding  any  of  the  restrictions
          imposed above, this Corporation has the absolute  right
          to  refuse  to record any transfer of stock where  such
          refusal  is  necessary  to maintain  the  Corporation's
          status, where that status is dependent upon the  number
          or  identity  of  this Corporation's  shareholders,  to
          preserve  exemptions under federal  or  state  security
          laws, or for any other reasonable purpose.
     Section  9.4     The provisions of this Article shall extend
          to and be binding upon this Corporation, its successors
          and  assigns,  and to all shareholders, their  personal
          representatives, heirs, legatees, and assigns.
KNOW  ALL MEN BY THESE PRESENTS: That we, the undersigned,  being
the  Directors of Drew Resources, Inc., do hereby consent to  the
foregoing  By-Laws and adopt the same as and for the  By-Laws  of
Inc. IN WITNESS WHEREOF, we have hereunto set our hands this 19th
day of December, 2000.


/s/ Shane Lowry
Shane Lowry, Director