BYLAWS
                               OF
                         TERRA TREMA, INC.
                       A NEVADA CORPORATION

ARTICLE I
OFFICES

         Section 1. PRINCIPAL OFFICES. The principal office shall be
318 North Carson Street, Suite 208, City of Carson City, State of
Nevada, 89701.

         Section 2. OTHER OFFICES. The Board of Directors may at any
time establish branch or subordinate offices at any place or places
where the corporation is qualified to do business.

ARTICLE II
MEETINGS OF STOCKHOLDERS

         Section 1. PLACE OF MEETINGS. Meetings of stockholders shall
be held at any place within or without the State of Nevada designated
by the Board of Directors. In the absence of any such designation,
stockholders' meetings shall be held at the principal executive
office of the corporation.

         Section 2. ANNUAL MEETINGS. The annual meetings of
stockholders shall be held at a date and time designated by the Board
of Directors. (At such meetings, directors shall be elected and any
other proper business may be transacted by a plurality vote of
stockholders.)

         Section 3. SPECIAL MEETINGS. A special meeting of the
stockholders, for any purpose or purposes whatsoever, unless
prescribed by statute or by the articles of incorporation, may be
called at any time by the president and shall be called by the
president or secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders
holding shares in the aggregate entitled to cast not less than a
majority of the votes at any such meeting.

         The request shall be in writing, specifying the time of such
meeting, the place where it is to be held and the general nature of
the business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president,
any vice president or the secretary of the corporation. The officer
receiving such request forthwith shall cause notice to be given to
the stockholders entitled to vote, in accordance with the provisions
of Sections 4 and 5 of this Article II, that a meeting will be held
at the time requested by the person or persons calling the meeting,
not less than thirty-five (35) nor more than sixty (60) days after
the receipt of the request. If the notice is not given within twenty
(20) days after receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 3 shall be construed as limiting, fixing or
affecting
the time when a meeting of stockholders called by action of the Board
of Directors may be held.

         Section 4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of
meetings of stockholders shall be sent or otherwise given in
accordance with Section 5 of this Article II not less than ten (10)
nor more than sixty (60) days before the date of the meeting being
noticed. The notice shall specify the place, date and hour of the
meeting and (i) in the case of a special meeting the general nature
of the business to be transacted, or (ii) in the case of the annual
meeting those matters which the Board of Directors, at the time of
giving the notice, intends to present for action by the stockholders.
The notice of any meeting at which directors are to be elected shall
include the name of any nominee or nominees which, at the time of the
notice, management intends to present for election.

         If action is proposed to be taken at any meeting for
approval of (i) contracts or transactions in which a director has a
direct or indirect financial interest, (ii) an amendment to the
articles of incorporation, (iii) a reorganization of the corporation,
(iv) dissolution of the corporation, or (v) a distribution to
preferred stockholders, the notice shall also state the general
nature of such proposal.

         Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of stockholders shall be given either
personally or by first-class mail or telegraphic or other written
communication, charges prepaid, addressed to the stockholder at the
address of such stockholder appearing on the books of the corporation
or given by the stockholder to the corporation for the purpose of
notice. If no such address appears on the corporation's books or is
given, notice shall be deemed to have been given if sent by mail or
telegram to the
corporation's principal executive office, or if published at least
once in a newspaper of general circulation in the county where this
office is located. Personal delivery of any such notice to any
officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such
corporation, association or partnership. Notice shall be deemed to
have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.
In the event
of the transfer of stock after delivery or mailing of the notice of
and prior to the holding of the meeting, it shall not be necessary to
deliver or mail notice of the meeting to the transferee.

         If any notice addressed to a stockholder at the address of
such stockholder appearing on the books of the corporation is
returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to
deliver the notice to the stockholder at such address, all future
notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available to the stockholder
upon written demand of the stockholder at the principal executive
office of the
corporation for a period of one year from the date of the giving of
such notice.

         An affidavit of the mailing or other means of giving any
notice of any stockholders' meeting shall be executed by the
secretary, assistant secretary or any transfer agent of the
corporation giving such notice, and shall be filed and maintained in
the minute book of the corporation.

         Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 6. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting
of stockholders shall constitute a quorum for the transaction of
business, except as otherwise provided by statute or the articles of
incorporation. The stockholders present at a duly called or held
meeting at which a quorum is present may continue to do business
until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other
than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

         Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any
stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the
majority of the shares represented at such meeting, either in person
or by proxy, but in the absence of a quorum, no other business may be
transacted at such meeting.

         When any meeting of stockholders, either annual or special,
is adjourned to another time or place, notice need not be given of
the adjourned meeting if the time and place thereof are announced at
a meeting at which the adjournment is taken. At any adjourned meeting
the corporation may transact any business which might have been
transacted at the original meeting.

         Section 8. VOTING. Unless a record date set for voting
purposes be fixed as provided in Section 1 of Article VII of these
bylaws, only persons in whose names shares entitled to vote stand on
the stock records of the corporation at the close of business on the
business day next preceding the day on which notice is given (or, if
notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held) shall be entitled to
vote at such meeting. Any stockholder entitled to vote on any matter
other than elections of directors or officers, may vote part of the
shares in favor of the proposal and refrain from voting the remaining
shares or vote them against the proposal, but, if the stockholder
fails to specify the number of shares such stockholder is voting
affirmatively, it will be conclusively presumed that the
stockholder's approving vote is with respect to all shares such
stockholder is entitled to vote. Such vote may be by voice vote or by
ballot; provided, however, that all elections for directors must be
by ballot
upon demand by a stockholder at any election and before the voting
begins.

         When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the articles of incorporation
a different vote is required in which case such express provision
shall govern and control the decision of such question. Every
stockholder of record of the corporation shall be entitled at each
meeting of stockholders to one vote for each share of stock standing
in his name on the books of the corporation.

         Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT
STOCKHOLDERS. The transactions at any meeting of stockholders, either
annual or special, however called and noticed, and wherever held,
shall be as valid as though had at a meeting duly held after regular
call and notice, if a quorum be present either in person or by proxy,
and if, either before or after the meeting, each person entitled to
vote, not present in person or by proxy, signs a written waiver of
notice or a consent to a holding of the meeting, or an approval of
the minutes thereof. The waiver of notice or consent need not specify
either the business to be transacted or the purpose of any regular or
special meeting of stockholders, except that if action is taken or
proposed to be taken for approval of any of those matters specified
in the second paragraph of Section 4 of this Article II, the waiver
of notice or consent shall state the general nature of such proposal.
All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

         Attendance of a person at a meeting shall also constitute a
waiver of notice of such meeting, except when the person objects, at
the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened, and except
that attendance at a meeting is not a waiver of any right to object
to the consideration of matters not included in the notice if such
objection is expressly made at the meeting.

         Section 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. Any action which may be taken at any annual or special
meeting of stockholders may be taken without a meeting and without
prior notice, if a consent in writing, setting forth the action so
taken, is signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. All such consents shall be filed with
the secretary of the corporation and shall be maintained in the
corporate records. Any stockholder giving a written consent, or the
stockholder's proxy holders, or a transferee of the shares of a
personal representative of the stockholder of their respective proxy
holders, may revoke the consent by a writing received by the
secretary of the corporation prior to the time that written consents
of the number of shares required to authorize the proposed action
have been filed with the secretary.

         Section 11. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either
in person or by one or more agents authorized by a written proxy
signed by the person and filed with the secretary of the corporation.
A proxy shall be deemed signed if the stockholder's name is placed on
the proxy (whether by manual signature, typewriting, telegraphic
transmission or otherwise) by the stockholder or the stockholder's
attorney in fact. A validly executed proxy which does not state that
it is irrevocable shall continue in full force and effect unless
revoked by the person executing it, prior to the vote pursuant
thereto, by a writing delivered to the corporation stating that the
proxy is revoked or by a subsequent proxy executed by, or attendance
at the meeting and voting in person by the person executing the
proxy; provided, however, that no such proxy shall be valid after the
expiration of six (6) months from the date of such proxy, unless
coupled with an interest, or unless the person executing it specifies
therein the length of time for which it is to continue in force,
which in no case shall exceed seven (7) years from the date of its
execution. Subject to the above and the provisions of Section 78.355
of the Nevada General Corporation Law, any proxy duly executed is not
revoked and continues in full force and effect until an instrument
revoking it or a duly executed proxy bearing a later date is filed
with the secretary of the corporation.

         Section 12. INSPECTORS OF ELECTION. Before any meeting of
stockholders, the Board of Directors may appoint any persons other
than nominees for office to act as inspectors of election at the
meeting or its adjournment. If no inspectors of election are
appointed, the chairman of the meeting may, and on the request of any
stockholder or his proxy shall, appoint inspectors of election at the
meeting. The number of inspectors shall be either one (1) or three
(3). If inspectors are appointed at a meeting on the request of one
or
more stockholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1)
or three (3) inspectors are to be appointed. If any person appointed
as inspector fails to appear or fails or refuses to act, the vacancy
may be filled by appointment by the Board of Directors before the
meeting, or by the chairman at the meeting.

         The duties of these inspectors shall be as follows:

         (a) Determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of
proxies;

         (b) Receive votes, ballots, or consents;

         (c) Hear and determine all challenges and questions in any
way arising in connection with the right to vote;

         (d) Count and tabulate all votes or consents;

         (e) Determine the election result; and

         (f) Do any other acts that may be proper to conduct the
election or vote with fairness to all stockholders.

ARTICLE III
DIRECTORS

         Section 1. POWERS. Subject to the provisions of the Nevada
General Corporation Law and any limitations in the articles of
incorporation and these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the
Board of Directors.

         Without prejudice to such general powers, but subject to the
same limitations, it is hereby expressly declared that the directors
shall have the power and authority to:

                  (a) Select and remove all officers, agents, and
employees of the corporation, prescribe such powers and duties for
them as may not be inconsistent with law, with the articles of
incorporation or these bylaws, fix their compensation, and require
from them security for faithful service.

                  (b) Change the principal executive office or the
principal
business office from one location to another; cause the corporation
to be qualified to do business in any other state, territory,
dependency, or foreign country and conduct business within or without
the State; designate any place within or without the State for the
holding of any stockholders' meeting, or meetings, including annual
meetings; adopt, make and use a corporate seal, and prescribe the
forms of certificates of stock, and alter the form of such seal and
of such certificates from time to time as in their judgment they may
deem best, provided that such forms shall at all times comply with
the provisions of
law.

                  (c) Authorize the issuance of shares of stock of
the
corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually
rendered, debts or securities canceled, tangible or intangible
property actually received.

                  (d) Borrow money and incur indebtedness for the
purpose of the corporation, and cause to be executed and delivered
therefor, in the corporate name, promissory notes, bonds, debentures,
deeds of trust, mortgages, pledges, hypothecations, or other
evidences of debt and securities therefor.

         Section 2. NUMBER OF DIRECTORS. The number of directors
which shall constitute the whole Board shall not be less than one (1)
nor more than three (3), except in cases where all the shares of the
corporation are owned beneficially and of record by one (1) or two
(2) stockholders, the number of directors may be less than three (3)
but not less than the number of stockholders. The exact number of
authorized directors shall initially be one (1) until changed, within
the limits specified above, by a bylaw amending this section, duly
adopted by the Board of Directors. The maximum or minimum number
of directors cannot be changed, nor can a fixed number be substituted
for the maximum and minimum numbers, except by a duly adopted
amendment to the articles of incorporation or by an amendment to this
bylaw duly approved by a majority of the outstanding shares entitled
to vote.

         Section 3. QUALIFICATION, ELECTION AND TERM OF OFFICE OF
DIRECTORS. Directors shall be elected at each annual meeting of the
stockholders to hold office until the next annual meeting, but if any
such annual meeting is not held or the directors are not elected at
any annual meeting, the directors may be elected at any special
meeting of stockholders held for that purpose, or at the next annual
meeting of stockholders held thereafter. Each director, including a
director elected to fill a vacancy, shall hold office until the
expiration of the term for which elected and until a successor has
been elected and qualified or until his earlier resignation or
removal or his office has been declared vacant in the manner provided
in these bylaws. Directors need not be stockholders.

         Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any
director may resign effective upon giving written notice to the
chairman of the board, the president, the secretary or the Board of
Directors of the corporation, unless the notice specifies a later
time for the effectiveness of such resignation, in which case such
resignation shall be effective at the time specified. Unless such
resignation specifies otherwise, its acceptance by the corporation
shall not be necessary to make it effective. The Board of Directors
may declare vacant  the office of a director who has been declared of
unsound mind by an order of a court or convicted of a felony. Any or
all of the directors may be removed without cause of such removal is
approved by the affirmative vote of a majority of the outstanding
shares entitled to vote. No reduction of the authorized number of
directors shall have the effect of removing any director before his
term of office expires.

         Section 5. VACANCIES. Vacancies in the Board of Directors,
may be filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director. Each director so
elected shall hold office until the next annual meeting of the
stockholders and until a successor has been elected and qualified.

         A vacancy in the Board of Directors exists as to any
authorized position of directors which is not then filled by a duly
elected director, whether caused by death, resignation, removal,
increase in the authorized number of directors or otherwise.

         The stockholders may elect a director or directors at any
time to fill any vacancy or vacancies not filled by the directors,
but any such election by written consent shall require the consent of
a majority of the outstanding shares entitled to vote. If the
resignation of a director is effective at a future time, the Board of
Directors may elect a successor to take office when the resignation
becomes effective.

         If after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders
shall constitute less than a majority of the directors then in
office, any holder or holders of an aggregate of five percent or more
of the total number of shares at the time outstanding having the
right to vote for such directors may call a special meeting of the
stockholders to elect the entire board. The term of office of any
director not elected by the stockholders shall terminate upon the
election of a
successor.

         Section 6. PLACE OF MEETINGS. Regular meetings of the Board
of Directors shall be held at any place within or without the State
of Nevada that has been designated from time to time by resolution of
the board. In the absence of such designation, regular meetings shall
be held at the principal executive office of the corporation. Special
meetings of the board shall be held at any place within or without
the State of Nevada that has been designated in the notice of the
meeting or, if not stated in the notice or there is not notice, at
the principal executive office of the corporation. Any meeting,
regular or
special, may be held by conference telephone or similar communication
equipment, so long as all directors participating in such meeting can
hear one another, and all such directors shall be deemed to be
present in person at such meeting.

         Section 7. ANNUAL MEETINGS. Immediately following each
annual meeting of stockholders, the Board of Directors shall hold a
regular meeting for the purpose of transaction of other business.
Notice of this meeting shall not be required.

         Section 8. OTHER REGULAR MEETINGS. Other regular meetings of
the Board of Directors shall be held without call at such time as
shall from time to time be fixed by the Board of Directors. Such
regular meetings may be held without notice, provided the notice of
any change in the time of any such meetings shall be given to all of
the directors. Notice of a change in the determination of the time
shall be given to each director in the same manner as notice for
special meetings of the Board of Directors.

         Section 9. SPECIAL MEETINGS. Special meetings of the Board
of Directors for any purpose or purposes may be called at any time by
the chairman of the board or the president or any vice president or
the secretary or any two directors.

         Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by
first-class mail or telegram, charges prepaid, addressed to each
director at his or her address as it is shown upon the records of the
corporation. In case such notice is mailed, it shall be deposited in
the United States mail at least four (4) days prior to the time of
the holding of the meeting. In case such notice is delivered
personally, or by telephone or telegram, it shall be delivered
personally or by
telephone or to the telegraph company at least forty-eight (48) hours
prior to the time of the holding of the meeting. Any oral notice
given personally or by telephone may be communicated to either the
director or to a person at the office of the director who the person
giving the notice has reason to believe will promptly communicate it
to the director. The notice need not specify the purpose of the
meeting nor the place if the meeting is to be held at the principal
executive office of the corporation.

         Section 10. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every actor decision done
or made by a majority of the directors present at a meeting duly held
at which a quorum is present shall be regarded as the act of the
Board of Directors, subject to the provisions of Section 78.140 of
the Nevada General Corporation Law (approval of contracts or
transactions in which a director has a direct or indirect material
financial interest), Section 78.125 (appointment of committees), and
Section 78.751 (indemnification of directors). A meeting at which a
quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for such
meeting.

         Section 11. WAIVER OF NOTICE. The transactions of any
meeting of the Board of Directors, however called and noticed or
wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice if a quorum be present and if, either
before or after the meeting, each of the directors not present signs
a written waiver of notice, a consent to holding the meeting or an
approval of the minutes thereof. The waiver of notice of consent
need not specify the purpose of the meeting. All such waivers,
consents and approvals shall be filed with the corporate records or
made a part of the minutes of the meeting. Notice of a meeting shall
also be deemed given to any director who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice
to such director.

         Section 12. ADJOURNMENT. A majority of the directors
present, whether or not constituting a quorum, may adjourn any
meeting to another time and place.

         Section 13. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given, unless the
meeting is adjourned for more than twenty-four (24) hours, in which
case notice of such time and place shall be given prior to the time
of the adjourned meeting, in the manner specified in Section 8 of
this Article III, to the directors who were not present at the time
of the adjournment.

         Section 14. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors may be taken without
a meeting, if all members of the board shall individually or
collectively consent in writing to such action. Such action by
written consent shall have the same force and effect as a unanimous
vote of the Board of Directors. Such written consent or consents
shall be filed with the minutes of the proceedings of the board.

         Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors
and members of committees may receive such compensation, if any, for
their services, and such reimbursement of expenses, as may be fixed
or determined by resolution of the Board of Directors. Nothing herein
contained shall be construed to preclude any director from serving
the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for such
services. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

         Section 16. DETERMINATION OF MAJORITY OF AUTHORIZED NUMBER
OF
DIRECTORS. Two (2) directors shall constitute a majority of the
authorized number of directors when the whole Board of Directors
consists of two (2) directors pursuant to Article III, Section 2.

ARTICLE IV
COMMITTEES

         Section 1. COMMITTEES OF DIRECTORS. The Board of Directors
may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of one
or more directors, to serve at the pleasure of the board. The board
may designate one or more directors as alternate members of any
committees, who may replace any absent member at any meeting of the
committee. Any such committee, to the extent provided in the
resolution of the board, shall have all the authority of the board,
except with regard to:

                  (a) the approval of any action which, under the
Nevada General Corporation Law, also requires stockholders' approval
or approval of the
outstanding shares;

                  (b) the filing of vacancies on the Board of
Directors or in any committees;

                  (c) the fixing of compensation of the directors for
serving on the board or on any committee;

                  (d) the amendment or repeal of bylaws or the
adoption of new bylaws;

                  (e) the amendment or repeal of any resolution of
the Board of Directors which by its express terms is not so amendable
or repealable;

                  (f) a distribution to the stockholders of the
corporation, except at a rate or in a periodic amount or within a
price range determined by the Board of Directors; or

                  (g) the appointment of any other committees of the
Board of Directors or the members thereof.

         Section 2. MEETINGS AND ACTION BY COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in
accordance with, the provisions of Article III, Sections 6 (place of
meetings), 8 (regular meetings), 9 (special meetings and notice), 10
(quorum), 11 (waiver of notice), 12 (adjournment), 13 (notice of
adjournment) and 14 (action without meeting), with such changes in
the context of those bylaws as are necessary to substitute the
committee and its members for the Board of Directors and its members,
except
that the time or regular meetings of committees may be determined by
resolutions of the Board of Directors and notice of special meetings
of committees shall also be given to all alternate members, who shall
have the right to attend all meetings of the committee. The Board of
Directors may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws. The committees
shall keep regular minutes of their proceedings and report the same
to the board when required.

ARTICLE V
OFFICERS

         Section 1. OFFICERS. The officers of the corporation shall
be a president, a secretary and a treasurer. The corporation may also
have, at the discretion of the Board of Directors, a chairman of the
board, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other
officers as may be appointed in accordance with the provisions of
Section 3 of this Article V. Any two or more offices may be held by
the same person.

         Section 2. ELECTION OF OFFICERS. The officers of the
corporation, except such officers as may be appointed in accordance
with the provisions of Section 3 or Section 5 of this Article V,
shall be chosen by the Board of Directors, and each shall serve at
the pleasure of the board, subject to the rights, if any, of an
officer under any contract of employment. The Board of Directors at
its first meeting after each annual meeting of stockholders shall
choose a president, a vice president, a secretary and a treasurer,
none of whom
need be a member of the board. The salaries of all officers and
agents of the corporation shall be fixed by the Board of Directors.

         Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors
may appoint, and may empower the president to appoint, such other
officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform
such duties as are provided in the bylaws or as the Board of
Directors may from time to time determine.

         Section 4. REMOVAL AND RESIGNATION OF OFFICERS. The officers
of the corporation shall hold office until their successors are
chosen and qualify. Subject to the rights, if any, of an officer
under any contract of employment, any officer may be removed, either
with or without cause, by the Board of Directors, at any regular or
special meeting thereof, or, except in case of an officer chosen by
the Board of Directors, by any officer upon whom such power or
removal may be conferred by the Board of Directors.

         Any officer may resign at any time by giving written notice
to the corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any
such resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.

         Section 5. VACANCIES IN OFFICES. A vacancy in any office
because of death, resignation, removal, disqualification or any other
cause shall be filled in the manner prescribed in these bylaws for
regular appointments to such office.

         Section 6. CHAIRMAN OF THE BOARD. The chairman of the board,
if such an officer be elected, shall, if present, preside at all
meetings of the Board of Directors and exercise and perform such
other powers and duties as may be from time to time assigned to him
by the Board of Directors or prescribed by the bylaws. If there is no
president, the chairman of the board shall in addition be
the chief executive officer of the corporation and shall have the
powers and duties prescribed in Section 7 of this Article V.

         Section 7. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the chairman of the
board, if there be such an officer, the president shall be the chief
executive officer of the corporation and shall, subject to the
control of the Board of Directors, have general supervision,
direction and control of the business and the officers of the
corporation. He shall preside at all meetings of the stockholders
and, in the absence of the chairman of the board, of if there be
none, at all meetings of the Board of Directors. He shall have the
general powers and duties of
management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or the bylaws. He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal
of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of
Directors to some
other officer or agent of the corporation.

         Section 8. VICE PRESIDENTS. In the absence or disability of
the president, the vice presidents, if any, in order of their rank as
fixed by the Board of Directors or, if not ranked, a vice president
designated by the Board of Directors, shall perform all the duties of
the president, and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties
as from time to time may be prescribed for them respectively by the
Board of Directors or the bylaws, the president or the chairman of
the board.

         Section 9. SECRETARY. The secretary shall attend all
meetings of the Board of Directors and all meetings of the
stockholders and shall record, keep or cause to be kept, at the
principal executive office or such other place as the Board of
Directors may order, a book of minutes of all meetings of directors,
committees of directors and stockholders, with the time and place of
holding, whether regular or special, and, if special, how authorized,
the notice thereof given, the names of those present at directors'
and committee meetings,
the number of shares present or represented at stockholders'
meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board
of Directors, a share register, or a duplicate share register,
showing the names of all stockholders and their addresses, the number
and classes of shares held by each, the number and date of
certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of
all meetings of stockholders and of the Board of Directors required
by the bylaws or by law to be given, and he shall keep the seal of
the corporation in safe custody, as may be prescribed by the Board of
Directors or by the bylaws.

         Section 10. TREASURER. The treasurer shall keep and
maintain, or cause to be kept and maintained, adequate and correct
books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares. 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 and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. He shall
disburse the funds of the corporation as may be ordered by the Board
of Directors, shall render to the president and directors, whenever
they request it, an account of all of his transactions as treasurer
and of the financial condition of the corporation, and shall have
other powers and perform such other duties as may be prescribed by
the Board of
Directors or the bylaws.

         If required by the Board of Directors, the treasurer shall
give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under
his control belonging to the corporation.

ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS

         Section 1. ACTIONS OTHER THAN BY THE CORPORATION. The
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the
corporation, by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or
agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, has no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the
best interests of the corporation, and that, with respect to any
criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

         Section 2. ACTIONS BY THE CORPORATION. The corporation may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise against expenses, including amounts paid in settlement and
attorneys'
fees, actually and reasonably incurred by him in connection with the
defense or settlement of the action or suit if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has
been adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or
other court of
competent jurisdiction determines upon application that in view of
all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems
proper.

         Section 3. SUCCESSFUL DEFENSE. To the extent that a
director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Sections 1 and 2, or in defense of any
claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.

         Section 4. REQUIRED APPROVAL. Any indemnification under
Sections 1 and 2, unless ordered by a court or advanced pursuant to
Section 5, must be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances.
The determination must be made:

      (a) By the stockholders;

      (b) By the Board of Directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding;

      (c) If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; or

      (d) If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.

         Section 5. ADVANCE OF EXPENSES. The articles of
incorporation, the bylaws or an agreement made by the corporation may
provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid
by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this section do not affect any rights
to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise
by law.

         Section 6. OTHER RIGHTS. The indemnification and advancement
of expenses authorized in or ordered by a court pursuant to this
Article VI:

         (a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled
under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity
while holding his office, except that indemnification, unless ordered
by a court pursuant to Section 2 or for the advancement of expenses
made pursuant to Section 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his acts
or omissions involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of action.

          (b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.

         Section 7. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise for any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article VI.

         Section 8. RELIANCE ON PROVISIONS. Each person who shall act
as an authorized representative of the corporation shall be deemed to
be doing so in reliance upon the rights of indemnification provided
by this Article.

         Section 9. SEVERABILITY. If any of the provisions of this
Article are held to be invalid or unenforceable, this Article shall
be construed as if it did not contain such invalid or unenforceable
provision and the remaining provisions of this Article shall remain
in full force and effect.

         Section 10. RETROACTIVE EFFECT. To the extent permitted by
applicable law, the rights and powers granted pursuant to this
Article VI shall apply to acts and actions occurring or in progress
prior to its adoption by the Board of Directors.



ARTICLE VII
RECORDS AND BOOKS

         Section 1. MAINTENANCE OF SHARE REGISTER. The corporation
shall keep at its principal executive office, or at the office of its
transfer agent or registrar, if either be appointed and as determined
by resolution of the Board of Directors, a record of its
stockholders, giving the names and addresses of all stockholders and
the number and class of shares held by each stockholder.

         Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep
at its principal executive office, or if its principal executive
office is not in this State at its principal business office in this
State, the original or a copy of the bylaws as amended to date, which
shall be open to inspection by the stockholders at all reasonable
times during office hours. If the principal executive office of the
corporation is outside this state and the corporation has no
principal business office in this state, the secretary shall, upon
the written request of any stockholder, furnish to such stockholder a
copy of the
bylaws as amended to date.

         Section 3. MAINTENANCE OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the
stockholders and the Board of Directors and any committee or
committees of the Board of Directors shall be kept at such place or
places designated by the Board of Directors, or, in the absence of
such designation, at the principal executive office of the
corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or
in any other form capable of being converted into written form.

         Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents
of every kind and to inspect the physical properties of this
corporation and any subsidiary of this corporation. Such inspection
by a director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts. The
foregoing rights of inspection shall extend to the records of each
subsidiary of the corporation.

         Section 4. ANNUAL REPORT TO STOCKHOLDERS. Nothing herein
shall be interpreted as prohibiting the Board of Directors from
issuing annual or other periodic reports to the stockholders of the
corporation as they deem appropriate.

         Section 5. FINANCIAL STATEMENTS. A copy of any annual
financial statement and any income statement of the corporation for
each quarterly period of each fiscal year, and any accompanying
balance sheet of the corporation as of the end of each such period,
that has been prepared by the corporation shall be kept on file in
the principal executive office of the corporation for twelve (12)
months.

         Section 6. ANNUAL LIST OF DIRECTORS, OFFICERS AND RESIDENT
AGENTS. The corporation shall, on or before July 31st of each year,
file with the Secretary of State of the State of Nevada, on the
prescribed form, a list of its officers and directors and a
designation of its resident agent in Nevada.

ARTICLE VIII
GENERAL CORPORATE MATTERS

         Section 1. RECORD DATE. For purposes of determining the
stockholders  entitled to notice of any meeting or to vote or
entitled to receive payment of any dividend or other distribution or
allotment of any rights or entitled to exercise any rights in respect
of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty (60) days
nor less than ten (10) days prior to the date of any such meeting nor
more than sixty (60) days prior to any other action, and in such case
only
stockholders of record on the date so fixed are entitled to notice
and to vote or to receive the dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding
any transfer of any shares on the books of the corporation after the
record date fixed as aforesaid, except as otherwise provided in the
Nevada General Corporation Law.

         If the Board of Directors does not so fix a record date:

         (a) The record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice
is given or, if notice is waived, at the close of business on the
business day next preceding the day on which the meeting is held.

         (b) The record date for determining stockholders entitled to
give consent to corporate action in writing without a meeting, when
no prior action by the board has been taken, shall be the day on
which the first written consent is given.

         (c) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which
the board adopts the resolution relating thereto, or the sixtieth
(60th) day prior to the date of such other action, whichever is
later.

         Section 2. CLOSING OF TRANSFER BOOKS. The directors may
prescribe a period not exceeding sixty (60) days prior to any meeting
of the stockholders during which no transfer of stock on the books of
the corporation may be made,
or may fix a date not more than sixty (60) days prior to the holding
of any such meeting as the day as of which stockholders entitled to
notice of and to vote at such meeting shall be determined; and only
stockholders of record on such day shall be entitled to notice or to
vote at such meeting.

         Section 3. REGISTERED STOCKHOLDERS. The corporation shall be
entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends, and to vote as
such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be
bound to recognize any 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
provided
by the laws of Nevada.

         Section 4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons
and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.

         Section 5. CORPORATE CONTRACTS AND INSTRUMENTS; HOW
EXECUTED. The Board of Directors, except as in the bylaws otherwise
provided, may authorize any officer or officers, agent or agents, to
enter into any contract or execute any instrument in the name of and
on behalf of the corporation, and such authority may be general or
confined to specific instances; and, unless so authorized or ratified
by the Board of Directors or within the agency power or authority to
bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or to any amount.

         Section 6. STOCK CERTIFICATES. A certificate or certificates
for shares of the capital stock of the corporation shall be issued to
each stockholder when any such shares are fully paid, and the Board
of Directors may authorize the issuance of certificates or shares as
partly paid provided that such certificates shall state the amount of
the consideration to be paid therefor and the amount paid thereon.
All certificates shall be signed in the name of the corporation by
the president or vice president and by the treasurer or an assistant
treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the
stockholder. When the corporation is authorized to issue shares of
more than one class or more than one series of any class, there shall
be set forth upon the face or back of the certificate, or the
certificate shall have a statement that the corporation will furnish
to any stockholders upon request and without charge, a full or
summary statement of the designations, preferences and relatives,
participating, optional or other special rights of the various
classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, and, if the corporation
shall be authorized to issue only special stock, such certificate
must set forth in full or summarize the rights of the holders of such
stock. Any or all of the signatures on the certificate may be
facsimile.
In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before
such certificate is issued, it may be issued by the corporation with
the same effect as if such person were an officer, transfer agent or
registrar at the date of issue.

         No new certificate for shares shall be issued in place of
any
certificate theretofore issued unless the latter is surrendered and
canceled at the same time; provided, however, that a new certificate
may be issued without the surrender and cancellation of the old
certificate if the certificate thereto fore issued is alleged to have
been lost, stolen or destroyed. In case of any such allegedly lost,
stolen or destroyed certificate, the corporation may require the
owner thereof or the legal representative of such owner to give the
corporation a bond (or other adequate security) sufficient to
indemnify it against any claim that may be made against it (including
any expense or liability) on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate.

         Section 7. DIVIDENDS. Dividends upon the capital stock of
the
corporation, subject to the provisions of the articles of
incorporation, if any, may be declared by the Board of Directors at
any regular or special meeting pursuant to law. Dividends may be paid
in cash, in property, or in shares of the capital stock, subject to
the provisions of the articles of incorporation.

         Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such
reserves in the manner in which it was
created.

         Section 8. FISCAL YEAR. The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.

         Section 9. SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its incorporation
and the words "Corporate Seal, Nevada."

         Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chairman of the board, the president, or any vice president, or
any other person authorized by resolution of the Board of Directors
by any of the foregoing designated officers, is authorized to vote on
behalf of the corporation any and all shares of any other corporation
or corporations, foreign or domestic, standing in the name of the
corporation. The authority herein granted to said officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised
by any such officer in person or by any person authorized to do so by
proxy duly executed by said officer.

         Section 11. CONSTRUCTION AND DEFINITIONS. Unless the context
requires otherwise, the general provisions, rules of construction,
and definitions in the Nevada General Corporation Law shall govern
the construction of the bylaws. Without limiting the generality of
the foregoing, the singular number includes the plural, the plural
number includes the singular, and the term "person" includes both a
corporation and a natural person.

ARTICLE IX
AMENDMENTS

         Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be
adopted or these bylaws may be amended or repealed by the affirmative
vote of a majority of the outstanding shares entitled to vote, or by
the written assent of stockholders entitled to vote such shares,
except as otherwise provided by law or by the articles of
incorporation.

         Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of
the stockholders as provided in Section 1 of this Article, bylaws may
be adopted, amended or repealed by the Board of Directors.

CERTIFICATE OF SECRETARY

         I, the undersigned, do hereby certify:

         1. That I am the duly elected and acting secretary of Terra
Trema, Inc., a Nevada corporation; and

         2. That the foregoing Bylaws, comprising twenty (20) pages,
constitute the Bylaws of said corporation as duly adopted by the
Board of Directors of said corporation by a Unanimous Written Consent
dated as of April 26, 2000.

         IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 1st day of April, 26, 2000.


                                   /s/
                                    ---------------------------------
                                   Secretary



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