<PAGE>


                                   BY-LAWS
                                     OF
                           BIOMETRICS SECURITY, INC.
                             A Nevada Corporation

                              ARTICLE I - OFFICES

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

ARTICLE II - MEETING OF SHAREHOLDERS

SECTION 1 - ANNUAL MEETINGS: (Chapter 78.310)

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

SECTION 2 - SPECIAL MEETINGS: (Chapter 78.310)

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

SECTION 3 - PLACE OF MEETINGS: (Chapter 78.310)

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

SECTION 4 - NOTICE OF MEETINGS: (Section 78.370)

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

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


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<PAGE>

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

SECTION 5 - QUORUM: (Section 78.320)

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

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

(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.

SECTION 6 - VOTING AND ACTING: (Section 78.320 & 78.350)

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

(b) Except as otherwise provided by statute, the Certificate of
Incorporation, or these bylaws, at each meeting of shareholders, each
shareholder of the Corporation entitled to vote thereat, shall be entitled
to one vote for each share registered in his name on the books of the
Corporation.

(c) Where appropriate communication facilities are reasonably available, any
or all shareholders shall have the right to participate in any shareholders'
meeting, by means of conference telephone or any means of communications by
which all persons participating in the meeting are able to hear each other.

SECTION 7 - PROXIES: (Section 78.355)

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


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<PAGE>


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

SECTION 8 - ACTION WITHOUT A MEETING: (Section 78.320)

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

                       ARTICLE III - BOARD OF DIRECTORS

SECTION 1 - NUMBER, TERM, ELECTION AND QUALIFICATIONS: (Section 78.115,
78.330)

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

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

(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors.
Thereinafter, Directors will be elected at the annual meeting of shareholders
and shall hold office until the annual meeting of the shareholders next
succeeding his election, unless their terms are staggered in the Articles of
Incorporation of the Corporation (so long as at least one-fourth in number of
the Directors of the Corporation are elected at each annual


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<PAGE>

shareholders' meeting) or these Bylaws, or until his prior death, resignation
or removal. Any Director may resign at any time upon written notice of such
resignation to the Corporation.

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

SECTION 2 - DUTIES AND POWERS: (Section 78.120)

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

SECTION 3 - REGULAR MEETINGS; NOTICE: (SECTION 78.310)

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

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

SECTION 4 - SPECIAL MEETINGS; NOTICE: (Section 78.310)

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

(b) Except as otherwise required statute, written notice of special meetings
shall be mailed directly to each Director, addressed to him at his residence
or usual place of business, or delivered orally, with sufficient time for the
convenient assembly of Directors thereat, or shall be sent to him at such
place by telegram, radio or cable, or shall be delivered to him personally or
given to him orally, not later than the day before the day on which the
meeting is to be held. If mailed, the


                                  NVBylaws-4

<PAGE>

notice of any special meeting shall be deemed to be delivered on the second
day after it is deposited in the United States mails, so addressed, with
postage prepaid. If notice is given by telegram, it shall be deemed to be
delivered when the telegram is delivered to the telegraph company. A notice,
or waiver of notice, except as required by these Bylaws, need not specify the
business to be transacted at or the purpose or purposes of the meeting.

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

SECTION 5 - CHAIRPERSON:

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

SECTION 6 - QUORUM AND ADJOURNMENTS: (Section 78.315)

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

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

SECTION 7 - MANNER OF ACTING: (Section 78.315)

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

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

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


                                  NVBylaws-5
<PAGE>

(c) Where appropriate communications facilities are reasonably available, any
or all directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.

SECTION 8 - VACANCIES: (Section 78.335)

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

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

SECTION 9 - RESIGNATION: (Section 78.335)

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

SECTION 10 - REMOVAL: (Section 78.335)

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

SECTION 11 - COMPENSATION: (Section 78.140)

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

                                  NVBylaws-6


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SECTION 12 - COMMITTEES: (Section 78.125)

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

                      ARTICLE IV - OFFICERS

SECTION 1 - NUMBER, QUALIFICATIONS, ELECTION AND TERM OF OFFICE:
(Section 78.130)

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

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

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

SECTION 2 - RESIGNATION:

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

SECTION 3 - REMOVAL:

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

SECTION 4 - VACANCIES:

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

SECTION 5 - BONDS:


                               NVBylaws-7
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The Corporation may require any or all of its officers or Agents to post a
bond, or otherwise, to the Corporation for the faithful performance of their
positions or duties.

SECTION 6 - COMPENSATION:

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

                            ARTICLE V - SHARES OF STOCK

SECTION 1 - CERTIFICATE OF STOCK: (Section 78.235)

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

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

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

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

SECTION 2 - LOST OR DESTROYED CERTIFICATES: (Section 104.8405)

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

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

     (b) files with the Corporation a sufficient indemnity bond; and


                            NVBylaws-8
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     (c) satisfies such other requirements, including evidence of such loss,
theft or destruction, as may be imposed by the Corporation.

SECTION 3 - TRANSFERS OF SHARES: (Section 104.8401, 104.8406 & 104.8416)

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

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

SECTION 4 - RECORD DATE: (Section 78.215 & 78.350)

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

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

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

SECTION 5 - FRACTIONS OF SHARES/SCRIP: (Section 78.205)

The Board of Directors may authorize the issuance of certificates or payment
of money for fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the
event of liquidation, in proportion to the fractional holdings; or it may
authorize the payment in case of the fair value of fractions of a share as of
the time when those entitled to


                            NVBylaws-9


<PAGE>

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

              ARTICLE VI - DIVIDENDS (Section 78.215 & 78.288)

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

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

                           ARTICLE VII - FISCAL YEAR

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

                ARTICLE VIII - CORPORATE SEAL (Section 78.065)

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

                           ARTICLE IX - AMENDMENTS

SECTION 1 - BY SHAREHOLDERS:

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

SECTION 2 - BY DIRECTORS: (Section 78.120)

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

                                NVBylaws - 10

<PAGE>

                 ARTICLE X - WAIVER OF NOTICE: (Section 78.375)

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

              ARTICLE XI - INTERESTED DIRECTORS: (Section 78.140)

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

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

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

     (c) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee of the shareholders; or

     (d) the fact of the common directorship, office or financial interest is
not disclosed or known to the Director or Officer at the time the transaction
is brought before the Board of Directors of the Corporation for such action.

Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the
contract or transaction.

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

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


                                NVBylaws - 11