PRECIOUS METAL MINES, INC.
                           --------------------------

                                     BY-LAWS

                                    ARTICLE 1

                                     OFFICES

SECTION I.  NEVADA OFFICE

The principal  office of the Corporation in the state of Nevada shall be located
at:

                     900 Brush St,
                     Suite 413
                     Las Vegas, Nevada 89107

SECTION 2.  PRINCIPAL EXECUTIVE OFFICE

The principal executive office of the Corporation shall be located at:

                     900 Brush St,
                     Suite 413
                     Las Vegas, Nevada 89107


SECTION 3.  OTHER OFFICES

The  corporation  may have one or more  offices  within or without  the State of
Nevada,  as the  Board  of  Directors  may  designate,  or the  business  of the
corporation may require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

SECTION 1.  ANNUAL MEETINGS

1. MEETINGS. The annual meeting of the shareholders of this Corporation shall be
held on the first  business day in the month of  February,  and shall be held at
the Nevada office of the  Corporation,  or at such other place within or without


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the State of  Nevada as my be  determined  by the  Board of  Directors,  for the
purpose of electing  directors for the ensuing year and for the  transaction  of
such other business that may be brought properly before the meeting.

If the election of directors shall not be held on the day designated  herein for
any annual meeting, or at any adjournment  thereof, the Board of Directors shall
cause the election to be held at a special  meeting of the  stockholders as soon
thereafter as  conveniently  as it may be held. At such meeting the  stockholder
may elect the  directors  and transact  other  business  with the same force and
effect as at an annual meeting duly called and held.

SECTION 2. SPECIAL  MEETINGS  Special meetings of the stockholders may be called
by the president or any two officers,  and shall be called by any officer of the
corporation at the request in writing  signed by a stockholder  or  stockholders
owning at least forty-five percent (45%) of the issued and outstanding shares of
common stock of the corporation  entitled to vote thereat,  and shall be held at
the  Nevada  office  of  the  corporation,  or at  such  other  place  as may be
designated in the notice of the meeting.

SECTION 3.  NOTICE AND PURPOSE OF MEETING

Notice of the purpose and of the time and place of every meeting of stockholders
shall be in  writing  and  signed  by te  president  or  vice-president,  or the
secretary,  or an  assistant  secretary,  and a copy  thereof  shall  be  either
delivered  personally  to,  or  shall  be  mailed,   postage  prepaid,  to  each
stockholder  of record  entitled to vote at such  meeting not less than ten (10)
nor more than sixty (60) days before such meeting.

Such notice  shall state the purpose or purposes for which the meeting is called
and the time when, and place where it is to be held.


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SECTION 4.  QUORUM

A quorum at all meetings of stockholders  shall consist of the holders of record
of a majority of the shares of the capital stock of the Corporation,  issued and
outstanding,  entitled  to vote at the  meeting,  present in person or by proxy,
except as otherwise  provided bylaw or in the certificate of  incorporation.  In
the absence of a quorum at any meeting or any adjournment thereof, a majority of
those  present  in person  or by proxy and  entitled  to vote may  adjourn  such
meeting  from time to time.  At any sch  adjourned  meeting at which a quorum is
present, any business may be transacted at the meeting originally called. In the
absence  of a quorum at any  meeting  or any  adjournment  thereof,  and  unless
objected  to by  holders  of  twenty-five  per cent  (25%) of the  shares of the
capital stock of the corporation,  issued and  outstanding,  entitled to vote at
the  meeting,  the meeting may proceed to conduct the  business  for which it is
called,  and the majority of the shares of the capital stock of the corporation,
issued and outstanding, entitled to vote at the meeting and present in person or
by proxy, may decide the issues properly brought before the meeting.

SECTION 5.  ORGANIZATION

Meetings of the stockholders  shall be presided over by te president,  or, if he
is not  present,  by a  vice-president,  or,  if  neither  the  president  nor a
vice-president  is  present,  by a chairman  to be chosen by a  majority  of the
stockholders  entitled  to vote who are  present  in  person  or by proxy at the
meeting.  The  secretary of the  corporation,  or in his  absence,  an assistant
secretary, shall act as secretary of the meeting, but if neither is present, the
meeting shall choose any person present to act as secretary of the meeting.

At the annual meeting of stockholders the order of business shall be as follows:

         1.  Call meeting to order.
         2.  Proof of notice of meeting
         3.  Reading of minutes of last previous annual meeting.
         4.  Election of directors.
         5.  Reports of officers.
         6.  Reports of committees.
         7.  Miscellaneous business.




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SECTION 6. VOTING

Except as otherwise provided in the by-laws,  the Articles of Incorporation,  or
in the laws of the State of Nevada, at every meeting of the  stockholders,  each
stockholder of the  corporation  entitled to vote at such meeting shall have one
vote in person or by proxy for each share of stock having voting rights, held by
him and  registered in his name on the books of the  corporation  at the time of
such  meeting.  Any vote may be given by the  stockholder  entitled  thereto  in
person or by his proxy appointed by an instrument in writing, subscribed by such
stockholder  or by  his  attorney  thereunto  authorized  and  delivered  to the
secretary of the  meeting;  provided,  however,  that no proxy shall be voted on
after 3 years from its date  unless  said proxy  provides  for a longer  period.
Except as otherwise required by statute, by the certificate of incorporation, or
by these  by-laws,  all matters  coming  before any meeting of the  stockholders
shall  be  decided  by  the  vote  of a  majority  of  the  stockholders  of the
corporation  present in person or by proxy at such  meeting and entitled to vote
thereat,  a quorum being  present,  with the exception that a quorum need not be
present if twenty-five  per cent (25%) of the issued and  outstanding  &bares of
the  corporation  are  present  and do not object to the lack of quorum.  At all
elections  of  directors  the  voting  may,  but need not be,  by  ballot  and a
plurality of the votes cast thereat shall elect.  Cumulative voting shall not be
allowed.

SECTION 7. STOCKHOLDER LIST

A stock ledger containing the names, alphabetically arranged, of all persons who
are  stockholders  of the  corporation,  showing their places of  residence,  if
known,  and the number of shares  held by them  respectively,  shall be kept and
maintained at the principal  office of the  corporation  in Nevada.  This ledger
shall be revised annually and at least ten (10) days prior to any  stockholders'
meeting,  and any person who has been a stockholder of record for a period of at
least six (6) months immediately preceding his demand, or any person holding, or
thereunto authorized in writing by the holders of, at least twenty-five per cent
(25%) of the outstanding  shares,  upon at least 5 days' written  demand,  shall
have the right to inspect,  during usual business hours, the stock ledger,  with
the  exception  that he may be denied  such  inspection  right if he  refuses to
furnish to the  corporation an affidavit that such inspection is not desired for
a purpose  which is in the  interest  of a  business  or object  other  than the
business of the corporation.



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SECTION 8. VOTING INSPECTORS

At all elections of directors, or in any other case in which inspectors may act,
two voting inspectors shall be appointed by the Chairman of the meeting,  except
as otherwise  provided by law. The voting inspectors shall take and subscribe an
oath  faithfully to execute the duties of inspectors at such meeting with strict
impartiality,  and, according to the best of their ability, shall take charge of
the polls and,  after the vote shall have been taken shall make a certificate of
the result thereof. No director or candidate for the office of director shall be
appointed a voting inspector.  If there be a failure to appoint inspectors,  or,
if any inspector appointed is absent or refuses to act, or if his office becomes
vacant,  the  stockholders  present at the meeting,  by a per capita  vote,  may
choose temporary inspectors of the number required.

                                   ARTICLE III

                                    DIRECTORS

SECTION 1. NUMBER, TERM, VACANCIES

The property,  affairs and business of the  corporation  shall be managed by its
board of  directors,  consisting of not less than three (3) persons and not more
than nine (9). At the annual  meeting each year, the  stockholders  shall decide
the number of persons that shall  constitute the board for the ensuing year, and
then they shall nominate  candidates that need not be stockholders,  and vote to
elect each director for a one year term. If directors are not elected on the day
designated  for the  purpose,  the  corporation  shall  not for that  reason  be
dissolved; every director shall continue to hold office and discharge hie duties
until his successor has been elected. The board may be increased or decreased in
number  during any one year,  but only by the  calling  of a special  meeting of
stockholders. A plurality of the votes cast shall decide for or against a change
in the number of directors.  If a director  vacates by  resignation,  death,  or
otherwise,  a majority of the remaining  directors  shall appoint a successor to
fill the vacancy for the balance of the term.



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SECTION 2. QUORUM

A majority  of the  members of the board of  directors  then acting at a meeting
duly assembled shall constitute a quorum for the transaction of business, but if
at any  Meeting  of the  board of  directors  there  shall be less than a quorum
present,  a majority of those present may adjourn the meeting,  without  further
notice, from time to time until a quorum shall have been obtained.

SECTION 3. COMPENSATION

Directors  shall serve without  salary,  but by resolution of the board, a fixed
sum and  expenses,  if any for  attendance  at any  Meeting or  meetings  may be
allowed,  provided that nothing herein  contained shall be construed to preclude
any director from serving the  corporation  in any other  capacity and receiving
compensation therefor.  Members of special or standing committees may be allowed
like compensation for attending committee meetings.

SECTION 4. MEETINGS

Special  meetings of the board of  directors  shall be held at such place as may
from to time be fixed by  resolution  of the  board of  directors,  or as may be
specified  in the notice of  meeting.  Regular  meetings  of the of the board of
directors  shall  be held at such  times  as may  from  time to time be fixed by
resolution  of the board of directors,  and special  meetings May be held at any
time upon written  notice,  or telegraphic  notice  delivered  personally to, or
mailed,  postage prepaid, to each director at least 7 days, and not more than 15
days, prior to the date of the meeting.  A meeting of the board of directors may
be held without notice  immediately  after the annual  meeting of  stockholders.
Notice need not be given of regular meetings of the board.  Meetings may be held
at any time without  notice if all the directors are present,  or if at any time
become or after the  meeting,  those not present  waive notice of the meeting in
writing.  A quorum  need not be  assembled  at any  meeting if those not present
waive notice of the meeting in writing.  An actual meeting of directors need not
convene providing that a majority of directors in writing  affirmatively ratify,
confirm and approve any resolutions.



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SECTION 5. COMMITTEES

The board of directors  may, in its  discretion,  by the  affirmative  vote of a
majority  of the  whole  board,  appoint  committees  which  shall  have and may
exercise  such powers as shall be conferred  or  authorized  by the  resolutions
appointing them. A majority of any such committee,  if the Committee be composed
of more than two (2)  members,  may  determine  its  action and fix the time and
place of its meetings, unless the board of director shall otherwise provide. The
board of directors  shall have power at any time to fill Vacancies in, to change
the membership of, or to discharge any such committee.

SECTION 6. DIVIDENDS

Subject   always  to  the   provisions  of  the  law  and  the   Certificate  of
Incorporation, the board of directors shall have full power to determine whether
any,  and if any,  what part of any,  funds  legally  available  for the elect a
president, a secretary and a treasurer, and from time to time may appoint one or
more  vice-presidents and such assistant  secretaries,  assistant treasurers and
such other officers, agents and employees as it may deem proper. Any two offices
(but not more than two) may be held by the same  person.  More than two  offices
other  than the  offices  of  president  and  secretary  way be held by the same
person. The president shall be chosen from among the directors.

SECTION 2. TERM AND REMOVAL

The term of office of all officers shall be one year and until their  respective
successors are elected and qualify,  but any officer may be removed from office,
either with or without cause, at any time by the affirmative  vote of a majority
of the members of the board of directors then in office. A vacancy in any office
arising  from any cause may be filled for the  unexpired  portion of the term by
the board of directors.

SECTION 3. POWERS AND DUTIES

The officers of the  corporation  shall each such powers and duties as generally
pertain to their respective  offices,  as well as such powers and duties as from
time to time may be conferred  by the board of  directors.  Any  vice-president,
assistant  secretary  and  assistant  treasurer  shall,  in the  order  of their
respective seniorities, in the absence or disability of the president, secretary
or  treasurer,  respectively,  perform  the  duties  of such  officer  and shall
generally assist the president, secretary and treasurer respectively.



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SECTION 4. VOTING CORPORATION'S SECURITIES

Unless  otherwise  ordered by the board of directors  the  president  or, in the
event of his  inability to act, the  vice-president  designated  by the board of
directors  to act In the  absence  of the  president,  shall have full power and
authority on behalf of the  corporation  to attend and to act and to vote it any
meetings of security  holders of  corporations in which the corporation may hold
securities,  and at such  meetings  shall  possess and may  exercise any and all
rights and powers  incident to the ownership of such securities and which as the
owner thereof the  corporation  might have possessed and exercised,  if present.
The board of  directors by  resolution  from time to time may confer like powers
upon any other person or persons.

                                    ARTICLE V

                              CERTIFICATES OF STOCK

SECTION I. FORM AND TRANSFERS

The  interest of each  Stockholder  of the  corporation  shall be  evidenced  by
certificates  for shares Of stock,  certifying the number of shares  represented
thereby and in such form not inconsistent  with the certificate of incorporation
an the board of directors may from time to time prescribe.

Transfers of shares of the capital stock of the  corporation  shall be made only
on the books of the  corporation by the  registered  holder  thereof.  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the secretary of the  corporation,  or with transfer  clerk or a transfer  agent
appointed  as in Section 4 of this  Article  provided,  and on  surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes  thereon.  The person in whose name shares of stock stand on the books
of the corporation shall be deemed the owner thereof for all purposes as regards
the corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, it known to the secretary of
the corporation  shall be so expressed in the entry of transfer.  The board may,
from time to time,  make such  additional  rules and  regulations as it may deem
expedient, not inconsistent with these by-laws,  concerning the issue, transfer,
and  registration  of  certificates  for  shares  of the  capital  stock  of the
corporation.



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The  certificates of stock shall be signed by the president or a  vice-president
and by the secretary or an assistant  secretary or the treasurer or an assistant
treasurer  and  sealed  with the  seal of the  corporation.  Such  seal way be a
facsimile,  engraved  or  printed.  where  any such  certificate  is signed by a
transfer  agent or a transfer  clerk and by a registrar,  the  signatures of the
president,   vice-president,   secretary,   assistant  secretary,  treasurer  or
assistant treasurer upon such certificate may be facsimiles engraved or printed.
In case any such officer who has signed or whose  facsimile  signature  has been
placed  upon  such  certificate  shall  have  ceased  to  be  such  before  such
certificate is issued,  it may be issued by the corporation with the same effect
as if such officer had not ceased to be such at the time of its issue.

SECTION 2. CLOSING OF TRANSFER BOOKS

The board of directors shall have power to Close the stock transfer books of the
corporation for a period not exceeding 30 days before any stockholder's meeting,
or the  last  day on  which  the  consent  or  dissent  of  stockholders  may be
effectively  expressed for any purpose without a meeting,  or the date fixed for
the  payment  of any  dividend  or the  making of any  distribution,  or for the
delivery of  evidences  of right or  evidences  of  interest  arising out of any
change, conversion or exchange of capital stock. Provided, however, that in lieu
of closing the stock  transfer  books as aforesaid the board of directors may in
its  discretion fix a time not more than 30 days before too date of any meetings
of stockholders,  or the last day on which the consent or dissent of stockholder
may be  effectively  expressed  for any purpose  without a meeting,  or the date
fixed for the payment of any dividend or for the delivery or evidences of rights
or evidences of interest  arising out of any change,  conversion  or exchange of
stock, as the time as of which stockholders entitled to notice of and to vote at
such meeting or whose consent or dissent is required or may be expressed for any
purpose  or  entitled  to receive  any such  dividend.  distribution,  rights or
interests  shall be  determined;  and all  persons  who are holders of record of
voting  stock at such time and no others  shall be  entitled to notice of and to
vote at such meeting or to express their consent or dissent, as the case may be,
and only  stockholders  of  record  at the time so fixed  shall be  entitled  to
receive such dividend, distributions, rights or interest.

SECTION 3. LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES

No certificate for shares of stock in the  corporation  shall be issued in place
of any  certificate  alleged to have been lost  destroyed  or stolen,  except on
production of such evidence of such loss,  destruction  or theft and on delivery
to the  corporation,  if the board of directors  shall so require,  of a bond of
indemnity  in  such  amount  (not  exceeding  twice  the  value  of  the  shares
represented by such certificate),  upon such terms and secured by such surety as
the board of directors may in its discretion require.



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SECTION 4. TRANSFER AGENT AND REGISTRAR

The board of directors  may appoint one or more  transfer  clerks or one or more
transfer agents and one or more registrars,  and may require all certificates of
stock to bear the signature or signatures of any of them.

SECTION 5. EXAMINATION  OF BOOKS BY  STOCKHOLDERS

The board of  directors  shall have the power to  determine,  from time to time,
whether  and to  what  extent  and at what  times  and  places  and  under  what
conditions  and  regulations  the  accounts  and  books  and  documents  of  the
corporation or any of them, shall be open to inspection by the stockholders; and
no  stockholder  shall have any right to inspect any account or book or document
of the corporation.

                                   ARTICLE VI

                                   FISCAL YEAR

The fiscal year of the  corporation  shall begin on the first day of November of
each  year and  shall  end on the 31st day of  October  next  following,  unless
otherwise determined by the board of directors.

                                   ARTICLE VII

                                 CORPORATE SEAL

The corporate seal of the corporation  shall consist of two concentric  circles,
between  which  shall be the  name of the  corporation,  and the  state in which
incorporated,  and in the center shall be inscribed the words CORPORATE SEAL and
the year in which incorporated.

                                  ARTICLE VIII

                                   AMENDMENTS

The by-laws of the  corporation  shall be subject to  alteration,  amendment  or
repeal,  and new by-laws not inconsistent  with any provision of the certificate
of  incorporation,  or statute may be made,  either by the affirmative vote of a
majority of the whole board of directors at a regular or special  meeting of the
board,  provided that notice of the proposal so to make, alter, amend, or repeal
such  by-laws  be  included  in the  notice  of such  meeting  of the  board  of
directors,  as the case may be. By-laws made, altered or amended by the board of
directors may be altered, amended or repealed by the stockholders at any regular
or special meeting thereof.



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I HEREBY  CERTIFY  that the  foregoing  is a full,  true and correct copy of the
by-laws of the corporation, as in effect on the date hereof.

WITNESS my hand and seal of the corporation on the 1 st day of May, 1989.

PRECIOUS METAL MINES, INC.

/s/ /Don Davis
-------------------------------
by Secretary