By-Laws
                               of
                     National Sorbents, 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:
     Reading and approving the Minutes of previous meeting or
     meetings;
     Reports of the Board of Directors, President, Treasurer,
     and/or Secretary of this Corporation in the order listed;
     Reports of any Committee;
     Election of Directors;
     Unfinished business;
     New business;
     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:
     Reading and approving the Minutes of previous meeting or
     meetings;
     Reports of Officers and Committee-members;
     Election of Officers;
     Unfinished business;
     New business;
     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  principal office of  this  Corporation,  in
  Nevada, shall be:
  National Sorbents, Inc.
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:
  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
the insurance or other financial arrangement
v    is not void or voidable; and
v     does  not  subject any Director approving  it  to  personal
  liability for his action,
v     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
     Section 5.1    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 National Sorbents, 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
13th day of January, 2000.


/s/ Sean P. Flanagan
Sean P. Flanagan, Director