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                                   BY-LAWS OF

                             SPHINX INDUSTRIES, INC.

                              A NEVADA CORPORATION


                        ARTICLE I STOCKHOLDER'S MEETINGS

         A) ANNUAL  MEETINGS  shall be held on or before the end of  February of
each year,  or at such other time as may be determined by the Board of Directors
or the President,  for the purposes of electing directors,  and transacting such
other business as may properly come before the meeting.

         B) SPECIAL MEETINGS may be called at any time by the Board of Directors
or by the  President,  and shall be called by the  President or the Secretary at
the written request of the holders of a majority of the shares then  outstanding
and entitled to vote.

         C) WRITTEN NOTICE  stating the time an place of the meeting,  signed by
the President or the  Secretary,  shall be served either  personally or by mail,
not less than ten (10) nor more than sixty (60) days  before  the  meeting  upon
each stockholder entitled to vote. Said notice shall state the purpose for which
the meeting is called,  no other  business may be  transacted  at said  meeting,
unless by unanimous consent of all Stockholders present,  either in person or by
proxy.

         D)  PLACE  of all  meetings  shall be at the  principal  office  of the
Corporation,  or at such other place as the Board of Directors or the  President
may designate.

         E)  A  QUORUM   necessary  for  the   transaction   of  business  at  a
Stockholder's  meeting shall be a majority of the stock issued and  outstanding,
either  in person or by proxy.  If a quorum  is not  present,  the  Stockholders
present  may  adjourn to a future  time,  and notice of the future  time must be
served as  provided  in Article I, C), if a quorum is present  they may  adjourn
from day to day, without notice.

         F) VOTING: Each stockholder shall have one vote for each share of stock
registered  in his name on the books of the  Corporation,  a majority vote shall
authorize any  Corporation  action,  except the election of the  Directors,  who
shall be elected by a plurality of the votes cast.

         G) PROXY:  At any meeting of the  stockholders  any  stockholder may be
represented and vote by a proxy, appointed in writing and signed. No proxy shall
be valid after the  expiration  of sic (6) months from date of its  execution in
force, which in no case shall exceed seven (7) years from its execution.

         H) CONSENT:  Any action,  except  election of  Directors,  which may be
taken by a vote of stockholders at a meeting,  may be taken without a meeting if
authorized by a written consent of  shareholders  holding at least a majority of
the voting power.



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                          ARTICLE II BOARD OF DIRECTORS

         A) OFFICE:  At least one person  chosen  annually  by the  stockholders
shall constitute the Board of Directors.  Additional  Directors may be appointed
by the Board of Directors.  The  Director's  term shall be for one (1) year, and
Directors may be re-elected for successive annual terms.

         B) DUTIES:  The Board of Directors shall be responsible for the control
and management of the affairs, property and interests of the Corporation and may
exercise  all  power  of the  Corporation  ,except  as are  in the  Articles  of
Incorporation  or by  statute  expressly  conferred  upon  or  reserved  to  the
stockholders.

         C) MEETINGS:  Regular  meetings of the Board of Directors shall be held
immediately  following the annual meeting of the  Stockholders,  at the place of
the annual meeting of the  stockholders,  or at such other time and place as the
Board of Directors shall by resolution establish.  Notice of any regular meeting
shall not be required,  unless the Board of  Directors  shall change the time or
place of the regular meeting,  notice must be given to each Director who was not
present at the meeting at which change was made.  Special meetings may be called
by the President or by one of the Directors at such time and place  specified in
the notice or waiver of notice thereof.  The notice of special meeting day shall
be mailed to each  Director at least five (5) days before the meeting day, or if
the notice is delivered  personally,  by telegram or  telephone  then the notice
must be  delivered  the day before the meeting.  Special  meetings may be called
without notice, provided a written waiver of notice is executed by a majority of
the Board of Directors.

         D) CHAIRMAN:  At all meetings of the Board of  Directors,  the Chairman
shall preside. If there is no Chairman one shall be chosen by the Directors.

         E) QUORUM:  A majority of the Board of  Directors  shall  constitute  a
quorum.

         F) VACANCIES: Any vacancy in the Board of Directors, unless the vacancy
was  caused by  stockholder  removal  of a  Director,  shall be  filled  for the
unexpired term by a majority vote of the remaining Directors, though less than a
quorum,  at any regular or special meeting of the Board of Directors  called for
that purpose.

         G) A  RESOLUTION  in  writing  signed  by a  majority  of the  Board of
Directors,  shall constitute action by the Board, with the same force and effect
as though such resolution had been passed duly convened  meeting.  The Secretary
shall record each resolution in the minute book.

         H) COMMITTEES  may be appointed by a majority of the Board of Directors
from its number,  by  resolution,  with such power and  authority  to manage the
business as granted by the resolution.

         I) SALARIES of the Corporate  Officers shall be determined by the Board
of Directors.


                              ARTICLE III OFFICERS

         A)  TITLE:  This  Corporation   shall  have  a  president,   secretary,
treasurer, and such other officers as may be necessary. Any two or more officers
may be held by the same person.  The officers shall be appointed by the Board of
Directors at the regular annual meeting of the Board.


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         B)  DUTIES:

                  THE PRESIDENT SHALL:

                  1) Be the chief executive officer of the Corporation.

                  2)  Preside  at  all  meetings  of  the   Directors   and  the
                  Stockholders.

                  3) Sign or countersign all  certificates,  contracts and other
                  instruments  of the  Corporation as authorized by the Board of
                  Directors and shall perform all such other incidental duties.

                  THE SECRETARY SHALL:

                  1) Have charge of the corporate books, responsible to make the
                  necessary  reports  to  the  Stockholders  and  the  Board  of
                  Directors.

                  2) Prepare and disseminate notices, waivers, consents, proxies
                  and other material necessary for all meetings.

                  3) File the sixty (60) day list of officers,  directors,  name
                  of the resident  agent and the filing fee to the  Secretary of
                  State.

                  4) File the designation of resident agent in the office of the
                  County Clerk in which the principal  office of the Corporation
                  in Nevada is located.

                  5) File the annual list of officers, directors and designation
                  of resident agent along with the filing fee.

                  6)  Be  the   custodian   of   the   certified   articles   of
                  incorporation, by-laws and amendments thereto.

                  7) Supply to the Resident Agent or Principal  Corporate Nevada
                  Office  the  name of the  custodian  of the  stock  ledger  or
                  duplicate  stock  ledger,  along with the complete Post Office
                  address of the custodian, where such stock ledger or duplicate
                  stock ledger is kept.

                  THE TREASURER SHALL:

                  1) Have  the  custody  of all  monies  and  securities  of the
                  Corporation and shall keep regular books of account.

                  2) Perform all duties  incidental to his office as directed of
                  him by the Board of Directors and the President.


                                ARTICLE IV STOCK

         A) The  certificates  representing  shares of the  Corporation's  stock
shall be in such form as shall be  adopted by the Board of  Directors,  numbered
and registered in the order issued.  The certificates  shall bear the following;
the holders name,  the number of shares of stock,  the  signature  either of the
Chairman of the Board or the President, and either the

Secretary or Treasurer.

         B)  No   certificate   shall  be  issued   until  the  full  amount  of
consideration has been paid, except as otherwise provided by law.

         C) Each share of stock shall entitle the holder to one vote.



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                               ARTICLE V DIVIDENDS

DIVIDENDS  may be declared  and paid out of any funds  available  therefore,  as
often,  in such  amounts  as the Board of  Directors  may  determine,  except as
limited by law.


                             ARTICLE VI FISCAL YEAR

THE  FISCAL  YEAR  of the  Corporation  shall  be  determined  by the  Board  of
Directors.


                           ARTICLE VII INDEMNIFICATION

PURSUANT TO NRS 78.751 any person who is a Director, Officer, Employee, or Agent
of  this  Corporation,  who  becomes  a  party  to  an  action  is  entitled  to
indemnification  against expenses including attorney fees, judgments,  fines and
amounts  paid in  settlement,  if he acted in good  faith  and he  reasoned  his
conduct or action to be in the best interest of the Corporation.


                             ARTICLE VIII AMENDMENTS

         A)  STOCKHOLDERS  shall have the  authority  to amend or repeal all the
by-laws  of the  Corporation  and  enact  new  by-laws  affirmative  vote of the
majority of the outstanding shares of stock entitles to vote.

         B) THE BOARD OF DIRECTORS shall have the authority to amend, repeal, or
adopt new by-laws of the Corporation,  but shall not alter or repeal any by-laws
adopted by the stockholders of the Corporation.