EXHIBIT 3.2

                                     BYLAWS


<PAGE>


                                     BYLAWS


                                       OF


                            PATCH INTERNATIONAL INC.

















--------------------------------
Adopted as of February 17, 2004
<PAGE>

                            PATCH INTERNATIONAL INC.
                                     BYLAWS

                                TABLE OF CONTENTS
SECTION                                                                    PAGE

ARTICLE I - OFFICES

1.1    Registered Office.................................................      1
1.2    Principal Office..................................................      1

ARTICLE II - STOCKHOLDERS

2.1    Annual Meeting ...................................................      1
2.2    Special Meetings..................................................      1
2.3    Place of Meeting..................................................      1
2.4    Notice of Meeting.................................................      1
2.5    Adjournment.......................................................      2
2.6    Organization......................................................      2
2.7    Closing of Transfer Books or Fixing of Record Date................      2
2.8    Quorum............................................................      2
2.9    Proxies...........................................................      3
2.10   Voting of Shares..................................................      3
2.11   Action Taken Without a Meeting....................................      3
2.12   Meetings by Telephone.............................................      3
2.13   Voting by Class or Series.........................................      3

ARTICLE III - DIRECTORS

3.1    Board of Directors; Number; Qualifications; Election..............      4
3.2    Powers of the Board of Directors: Generally.......................      4
3.3    Committees of the Board of Directors..............................      4
3.4    Resignation.......................................................      4
3.5    Removal...........................................................      4
3.6    Vacancies.........................................................      4
3.7    Regular Meetings..................................................      5
3.8    Special Meetings..................................................      5
3.9    Notice............................................................      5
3.10   Quorum............................................................      5
3.11   Manner of Acting..................................................      5
3.12   Compensation......................................................      5
3.13   Action Taken Without a Meeting....................................      5
3.14   Meetings by Telephone.............................................      6



                                       i
<PAGE>



ARTICLE IV - OFFICERS AND AGENTS

4.1    Officers of the Corporation.......................................      6
4.2    Election and Term of Office.......................................      6
4.3    Removal...........................................................      6
4.4    Vacancies.........................................................      6
4.5    President.........................................................      6
4.6    Vice Presidents...................................................      7
4.7    Secretary.........................................................      7
4.8    Treasurer.........................................................      7
4.9    Salaries .........................................................      8
4.10   Bonds.............................................................      8

ARTICLE V - STOCK

5.1    Certificates......................................................      8
5.2    Record............................................................      9
5.3    Consideration for Shares..........................................      9
5.4    Cancellation of Certificates......................................      9
5.5    Lost Certificates.................................................      9
5.6    Transfer of Shares................................................      9
5.7    Transfer Agents, Registrars, and Paying Agents....................      9

ARTICLE VI - INDEMNIFICATION OF OFFICERS AND DIRECTORS

6.1    Indemnification; Advancement of Expenses..........................     10
6.2    Insurance and Other Financial Arrangements Against Liability of
       Directors, Officers, Employees, and Agents........................     10

ARTICLE VII - APPLICABILITY OF CERTAIN STATUTES

7.1    Acquisition of Controlling Interest...............................     10
7.2    Combinations with Interested Stockholders.........................     10

ARTICLE VIII - EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND
                      ENDORSEMENTS; DEPOSITS; PROXIES

8.1    Execution of Instruments..........................................     11
8.2    Loans    .........................................................     11
8.3    Checks and Endorsements...........................................     11
8.4    Deposits .........................................................     11
8.5    Proxies  .........................................................     11
8.6    Contracts.........................................................     12


                                       ii
<PAGE>




ARTICLE IX - MISCELLANEOUS

9.1    Waivers of Notice................................................      12
9.2    Corporate Seal...................................................      12
9.3    Fiscal Year......................................................      12
9.4    Amendment of Bylaws..............................................      12
9.5    Uniformity of Interpretation and Severability....................      12
9.6    Emergency Bylaws.................................................      12

Secretary's Certification...............................................      13


























                                      iii
<PAGE>


                                     BYLAWS

                                       OF

                            PATCH INTERNATIONAL INC.


                                    ARTICLE I
                                     OFFICES

         1.1  REGISTERED  OFFICE.  The  registered  office  of  the  Corporation
required  by the  Chapter  78 of  the  Nevada  Revised  Statutes  ("NRS")  to be
maintained  in Nevada  may be,  but need not be,  identical  with the  principal
office if in Nevada,  and the  address of the  registered  office may be changed
from time to time by the Board of Directors.

         1.2 PRINCIPAL  OFFICE.  The  Corporation  may have such other office or
offices  either  within or outside of the State of Nevada as the business of the
Corporation  may  require  from  time to time if so  designated  by the Board of
Directors.


                                   ARTICLE II
                                  STOCKHOLDERS

         2.1  ANNUAL  MEETING.  Unless  otherwise  designated  by the  Board  of
Directors,  the  annual  meeting  shall  be held on the date and at the time and
place fixed by the Board of Directors;  provided, however, that the first annual
meeting shall be held on a date that is within 18 months after the date on which
the Corporation first has stockholders, and each successive annual meeting shall
be held on a date that is within 18 months after the preceding annual meeting.

         2.2  SPECIAL   MEETINGS.   Special  meetings  of  stockholders  of  the
Corporation,  for any purpose,  may be called by the Chairman of the Board,  the
president,  any vice president, or any two members of the Board of Directors. At
a special meeting no business shall be transacted and no corporate  action shall
be taken other than that stated in the notice of the meeting.

         2.3 PLACE OF MEETING.  The Board of Directors  may designate any place,
either  within or  outside  the  State of  Nevada,  as the place for any  annual
meeting or special  meeting called by the Board of Directors.  If no designation
is made, or if a meeting shall be called  otherwise than by the Board, the place
of meeting shall be the Company's  principal offices,  whether within or outside
the State of Nevada.

         2.4 NOTICE OF MEETING.  Written notice signed by an officer  designated
by the Board of Directors,  stating the place,  day, and hour of the meeting and
the purpose for which the meeting is called,  shall be delivered  personally  or
mailed postage  prepaid to each  stockholder  of record  entitled to vote at the
meeting  not less than 10 nor more than

                                       1
<PAGE>

60 days before the  meeting.  If mailed,  such  notice  shall be directed to the
stockholder  at his address as it appears  upon the records of the  Corporation,
and  notice  shall be deemed to have been  given  upon the  mailing  of any such
notice,  and the time of the notice  shall begin to run from the date upon which
the  notice  is  deposited  in the mail  for  transmission  to the  stockholder.
Personal  delivery  of any  such  notice  to any  officer  of a  corporation  or
association,  or to any member of a  partnership,  constitutes  delivery  of the
notice to the corporation, association or partnership. Any stockholder may waive
notice  of any  meeting  by a  writing  signed  by him,  or his duly  authorized
attorney, either before or after the meeting.

         2.5 ADJOURNMENT.  When a meeting is for any reason adjourned to another
time or place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the  adjourned  meeting,  any business may be  transacted  which might have been
transacted at the original meeting.

         2.6  ORGANIZATION.  The  president  or any vice  president  shall  call
meetings of stockholders  to order and act as chairman of such meetings.  In the
absence of said officers,  any stockholder  entitled to vote at that meeting, or
any proxy of any such stockholder,  may call the meeting to order and a chairman
shall be elected  by a majority  of the  stockholders  entitled  to vote at that
meeting.  In the absence of the  secretary  or any  assistant  secretary  of the
Corporation, any person appointed by the chairman shall act as secretary of such
meeting. An appropriate number of inspectors for any meeting of stockholders may
be appointed by the chairman of such meeting.  Inspectors so appointed will open
and close the polls,  will receive and take charge of proxies and  ballots,  and
will  decide all  questions  as to the  qualifications  of voters,  validity  of
proxies and ballots, and the number of votes properly cast.

         2.7 CLOSING OF TRANSFER  BOOKS OR FIXING OF RECORD DATE.  The directors
may  prescribe  a  period  not  exceeding  60 days  before  any  meeting  of the
stockholders  during which no transfer of stock on the books of the  Corporation
may be made,  or may fix a day not more than 60 days  before the  holding of any
such  meeting as the day as of which  stockholders  entitled to notice of and to
vote at such meetings must be determined.  Only  stockholders  of record on that
day are entitled to notice or to vote at such meeting.

         2.8 QUORUM. Unless otherwise provided by the Articles of Incorporation,
a  majority  of the  voting  power  that is  present,  in  person  or by  proxy,
regardless  of whether the proxy has  authority  to vote on all  matters,  shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
voting  power  is  represented  at a  meeting,  a  majority  of  the  shares  so
represented  may adjourn the meeting  without further notice for a period not to
exceed 60 days at any one  adjournment.  At such  adjourned  meeting  at which a
quorum shall be present or  represented,  any business may be  transacted  which
might  have  been  transacted  at  the  meeting  as  originally  notified.   The
stockholders  present at a duly  organized  meeting  may  continue  to  transact
business until  adjournment,  notwithstanding  the withdrawal of stockholders so
that less than a quorum remains.


                                       2
<PAGE>

         Unless  the NRS  provides  for  different  proportions,  if a quorum is
present,  action by the  stockholders  on a matter  other than the  election  of
directors is approved if the number of votes cast in favor of the action exceeds
the number of votes cast in opposition to the action.

         2.9 PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy, as prescribed by law. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.  No proxy shall be valid after
6 months from the date of its  creation,  unless it is coupled with an interest,
or unless the stockholder  specifies in it the length of time for which it is to
continue in force, which may not exceed 7 years from the date of its creation.

         2.10 VOTING OF SHARES.  Each  outstanding  share,  regardless of class,
shall be entitled to one vote, and each fractional  share shall be entitled to a
corresponding fractional vote on each matter submitted to a vote at a meeting of
stockholders,   except  as  may  be  otherwise   provided  in  the  Articles  of
Incorporation  or in the  resolution  providing  for the  issuance  of the stock
adopted by the Board of Directors  pursuant to authority  expressly vested in it
by  the  provisions  of the  Articles  of  Incorporation.  If  the  Articles  of
Incorporation or any such resolution  provide for more or less than one vote per
share for any class or series of shares on any matter,  every  reference  in the
Articles  of  Incorporation,  these  Bylaws and the NRS to a  majority  or other
proportion  or number of shares  shall be deemed to refer to a majority or other
proportion  of the voting power of all of the shares or those  classes or series
of shares,  as may be  required  by the  Articles  of  Incorporation,  or in the
resolution  providing  for the  issuance  of the stock  adopted  by the Board of
Directors  pursuant  to  authority  expressly  vested in it by the  Articles  of
Incorporation, or the NRS. Cumulative voting shall not be allowed.

         2.11 ACTION TAKEN WITHOUT A MEETING.  Unless otherwise  provided in the
Articles of Incorporation  or these Bylaws,  any action required or permitted to
be taken at a meeting of the  stockholders  may be taken  without a meeting if a
written consent thereto is signed by stockholders holding at least a majority of
the voting  power,  except that if a  different  proportion  of voting  power is
required  for such an  action at a  meeting,  then that  proportion  of  written
consents is  required.  In no instance  where  action is  authorized  by written
consent need a meeting of  stockholders  be called or notice given.  The written
consent must be filed with the minutes of the proceedings of the stockholders.

         2.12 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles
of Incorporation  or these Bylaws,  stockholders may participate in a meeting of
stockholders   by  means  of  a  telephone   conference  or  similar  method  of
communication  by which all persons  participating  in the meeting can hear each
other.  Participation in a meeting pursuant to this Section constitutes presence
in person at the meeting.

         2.13 VOTING BY CLASS OR SERIES.  Unless otherwise  provided in the NRS,
the Articles of Incorporation or these Bylaws, if voting by a class or series of
stockholders  is permitted  or  required,  a majority of the voting power of the
class or series that is present in person or by proxy, regardless of whether the
proxy  has  authority  to vote on all  matters,


                                       3
<PAGE>

constitutes a quorum for the transaction of business. An act by the stockholders
of each  class or series is  approved  if a majority  of the  voting  power of a
quorum of the class or series votes for the action.


                                   ARTICLE III
                                    DIRECTORS

         3.1  BOARD  OF  DIRECTORS;   NUMBER;   QUALIFICATIONS;   ELECTION.  The
Corporation  shall be  managed  by a Board  of  Directors,  all of whom  must be
natural persons at least 18 years of age. Directors need not be residents of the
State of Nevada or stockholders of the  Corporation.  The number of directors of
the Corporation shall be not less than one nor more than twelve. Subject to such
limitations, the number of directors may be increased or decreased by resolution
of the Board of Directors,  but no decrease  shall have the effect of shortening
the term of any incumbent director.  Subject to the provisions of Article III of
the  Corporation's  Articles of  Incorporation,  each director shall hold office
until the next annual  meeting of  stockholders  or until his successor has been
elected and qualified.

         3.2 POWERS OF THE BOARD OF DIRECTORS:  GENERALLY.  Subject only to such
limitations as may be provided by the NRS or the Articles of Incorporation,  the
Board of Directors shall have full control over the affairs of the Corporation.

         3.3  COMMITTEES OF THE BOARD OF DIRECTORS.  The Board of Directors may,
by resolution or resolutions passed by a majority of the whole Board,  designate
one or more  committees,  each  committee  to consist of one or more  directors,
which,  to the extent  provided in the  resolution  or  resolutions  or in these
Bylaws,  shall have and may exercise the powers of the Board of Directors in the
management of the business and affairs of the Corporation, and may have power to
authorize the seal of the  Corporation  to be affixed to all papers on which the
Corporation  desires to place on a seal. Such committee or committees shall have
such name or names as may be determined from time to time by resolution  adopted
by the Board of Directors.  Unless the Articles of Incorporation or these Bylaws
provide  otherwise,  the Board of Directors may appoint  natural persons who are
not directors to serve on committees.

         3.4 RESIGNATION. Any director of the Corporation may resign at any time
by giving  written  notice of his  resignation  to the Board of  Directors,  the
president,  any  vice  president,  or the  secretary  of the  Corporation.  Such
resignation  shall take  effect at the date of 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. When
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors then in office,  including those who have so resigned,
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective.

         3.5  REMOVAL.   Except  as  otherwise   provided  in  the  Articles  of
Incorporation, any director may be removed, either with or without cause, at any
time by the vote of the


                                       4
<PAGE>

stockholders  representing  not less than  two-thirds of the voting power of the
issued and outstanding stock entitled to voting power.

         3.6 VACANCIES. All vacancies,  including those caused by an increase in
the number of directors, may be filled by a majority of the remaining directors,
though less than a quorum,  unless it is  otherwise  provided in the Articles of
Incorporation.  A director  elected to fill a vacancy  shall be elected  for the
unexpired  term of his  predecessor  in  office.  A  director  elected to fill a
vacancy caused by an increase in the number of directors shall hold office until
the next annual meeting of stockholders and until his successor has been elected
and has qualified.

         3.7 REGULAR MEETINGS. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw  immediately  after and at the same
place as the annual meeting of stockholders.  The Board of Directors may provide
by resolution the time and place,  either within or outside the State of Nevada,
for the holding of additional  regular  meetings  without other notice than such
resolution.

         3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by or at the request of the president,  the entire board of directors, or
any two directors.  The person or persons authorized to call special meetings of
the Board of Directors may fix any place,  either within or outside  Nevada,  as
the place for holding any special  meeting of the Board of  Directors  called by
them.

         3.9 NOTICE.  Notice of any special  meeting shall be given at least two
days previously thereto by written notice delivered personally or mailed to each
director at his business address.  Any director may waive notice of any meeting.
A director's  presence at a meeting shall  constitute a waiver of notice of such
meeting if the  director's  oral  consent is entered on the minutes or by taking
part in the  deliberations  at  such  meeting  without  objecting.  Neither  the
business to be transacted at, nor the purpose of, any regular or special meeting
of the Board of Directors need be specified in the notice or waiver of notice of
such meeting.

         3.10  QUORUM.  A  majority  of the  number  of  directors  elected  and
qualified  at the  time  of the  meeting  shall  constitute  a  quorum  for  the
transaction  of business at any such meeting of the Board of  Directors,  but if
less than such  majority is present at a meeting,  a majority  of the  directors
present may adjourn the meeting from time to time without further notice.

         3.11 MANNER OF ACTING. If a quorum is present,  the affirmative vote of
a majority of the directors  present at the meeting and entitled to vote on that
particular  matter  shall be the act of the Board,  unless the vote of a greater
number is required by law or the Articles of Incorporation.

         3.12  COMPENSATION.  By  resolution  of the  Board  of  Directors,  any
director may be paid any one or more of the following:  his expenses, if any, of
attendance at meetings;  a fixed sum for attendance at such meeting; or a stated
salary as director. No such payment


                                       5
<PAGE>

shall  preclude any director from serving the  Corporation in any other capacity
and receiving compensation therefor.

         3.13 ACTION TAKEN WITHOUT A MEETING.  Unless otherwise  provided in the
Articles of Incorporation  or these Bylaws,  any action required or permitted to
be taken at a meeting of the Board of  Directors  or a committee  thereof may be
taken  without a meeting  if,  before or after  the  action,  a written  consent
thereto  is signed by all the  members  of the  Board or of the  committee.  The
written  consent must be filed with the minutes of the  proceedings of the Board
or committee.

         3.14 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles
of  Incorporation  or these Bylaws,  members of the Board of Directors or of any
committee  designated by the Board, may participate in a meeting of the Board or
committee by means of a telephone  conference or similar method of communication
by  which  all  persons  participating  in the  meeting  can  hear  each  other.
Participation  in a meeting  pursuant to this  Section  constitutes  presence in
person at the meeting.


                                   ARTICLE IV
                               OFFICERS AND AGENTS

         4.1  OFFICERS  OF  THE  CORPORATION.   The  Corporation  shall  have  a
president,  a secretary,  and a treasurer,  each of whom shall be elected by the
Board of  Directors.  The  Board  of  Directors  may  appoint  one or more  vice
presidents and such other officers, assistant officers,  committees, and agents,
including  a  chairman  of  the  board,  assistant  secretaries,  and  assistant
treasurers,  as they may consider necessary,  who shall be chosen in such manner
and hold their offices for such terms and have such authority and duties as from
time to time may be determined  by the Board of  Directors.  One person may hold
any two or more  offices.  The  officers  of the  Corporation  shall be  natural
persons 18 years of age or older.  In all cases where the duties of any officer,
agent,  or  employee  are  not  prescribed  by the  Bylaws  or by the  Board  of
Directors,  such  officer,  agent,  or  employee  shall  follow  the  orders and
instructions  of (a) the  president,  and if a  chairman  of the  board has been
elected, then (b) the chairman of the board.

         4.2 ELECTION AND TERM OF OFFICE.  The officers of the Corporation shall
be elected by the Board of Directors  annually at the first meeting of the Board
held after each annual meeting of the stockholders.  If the election of officers
shall  not be  held  at  such  meeting,  such  election  shall  be  held as soon
thereafter as may be convenient.  Each officer shall hold office until the first
of the following  occurs:  until his successor  shall have been duly elected and
shall have qualified;  or until his death; or until he shall resign; or until he
shall have been removed in the manner hereinafter provided.

         4.3  REMOVAL.  Any  officer  or agent  may be  removed  by the Board of
Directors or by the executive  committee,  if any,  whenever in its judgment the
best interests of the Corporation will be served thereby, but such removal shall
be without  prejudice to the


                                       6
<PAGE>

contract rights, if any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights.

         4.4  VACANCIES.  A vacancy in any  office,  however  occurring,  may be
filled by the Board of Directors for the unexpired portion of the term.

         4.5  PRESIDENT.  The  president  shall,  subject to the  direction  and
supervision  of the Board of Directors,  be the chief  executive  officer of the
Corporation  and shall have  general  and  active  control  of its  affairs  and
business and general  supervision of its officers,  agents,  and employees.  The
president shall, unless otherwise directed by the Board of Directors,  attend in
person or by substitute appointed by him/her, or shall execute, on behalf of the
Corporation,  written instruments appointing a proxy or proxies to represent the
Corporation,  at all meetings of the  stockholders  of any other  corporation in
which the Corporation  shall hold any stock. The president may, on behalf of the
Corporation,  in person or by substitute or by proxy, execute written waivers of
notice and consents with respect to any such meetings.  At all such meetings and
otherwise,  the president, in person or by substitute or proxy as aforesaid, may
vote the stock so held by the Corporation  and may execute written  consents and
other instruments with respect to such stock and may exercise any and all rights
and powers  incident  to the  ownership  of said stock,  subject  however to the
instructions,  if any,  of the Board of  Directors.  The  president  shall  have
custody of the  treasurer's  bond,  if any.  If a chairman of the board has been
elected,  the  chairman of the board shall have,  subject to the  direction  and
modification of the Board of Directors,  all the same responsibilities,  rights,
and obligations as described in these Bylaws for the president.

         4.6 VICE  PRESIDENTS.  The vice  presidents,  if any,  shall assist the
president  and  shall  perform  such  duties as may be  assigned  to them by the
president or by the Board of  Directors.  In the absence of the  president,  the
vice  president  designated  by the Board of  Directors  or (if there be no such
designation)  the vice  president  designated in writing by the president  shall
have the powers and perform the duties of the president.  If no such designation
shall be made,  all vice  presidents  may exercise  such powers and perform such
duties.

         4.7 SECRETARY.  The secretary shall perform the following: (a) keep the
minutes of the proceedings of the  stockholders,  executive  committee,  and the
Board of Directors;  (b) see that all notices are duly given in accordance  with
the  provisions  of these  Bylaws or as required by law; (c) be custodian of the
corporate  records and of the seal of the  Corporation and affix the seal to all
documents  when  authorized  by  the  Board  of  Directors;  (d)  keep,  at  the
Corporation's registered office or principal place of business within or outside
Nevada, a record  containing the names and addresses of all stockholders and the
number and class of shares held by each,  unless such a record  shall be kept at
the office of the Corporation's  transfer agent or registrar;  (e) sign with the
president or a vice president,  certificates for shares of the Corporation,  the
issuance  of which  shall have been  authorized  by  resolution  of the Board of
Directors;  (f)  have  general  charge  of  the  stock  transfer  books  of  the
Corporation,  unless the Corporation  has a transfer agent;  and (g) in general,
perform all duties  incident to the office of secretary and such other duties as
from


                                       7
<PAGE>

time to time may be  assigned  by the  president  or by the Board of  Directors.
Assistant secretaries, if any, shall have the same duties and powers, subject to
supervision by the secretary.

         4.8 TREASURER.  The treasurer shall be the principal  financial officer
of the Corporation and shall have the care and custody of all funds, securities,
evidences of indebtedness,  and other personal property of the Corporation,  and
shall  deposit  the same in  accordance  with the  instructions  of the Board of
Directors.  The treasurer shall receive and give receipts and  acquittances  for
monies paid in or on account of the Corporation,  and shall pay out of the funds
on hand all bills, payrolls, and other just debts of the Corporation of whatever
nature upon maturity.  The treasurer  shall perform all other duties incident to
the office of the  treasurer  and,  upon  request of the Board,  shall make such
reports to it as may be required at any time. The treasurer  shall,  if required
by the Board, give the Corporation a bond in such sums and with such sureties as
shall be satisfactory to the Board, conditioned upon the faithful performance of
his/her duties and for the restoration to the Corporation of all books,  papers,
vouchers,  money,  and other property of whatever kind in his/her  possession or
under his control  belonging to the  Corporation.  The treasurer shall have such
other  powers  and  perform  such  other  duties  as may be  from  time  to time
prescribed by the Board of Directors or the president. The assistant treasurers,
if any, shall have the same powers and duties, subject to the supervision of the
treasurer.


         The  treasurer  shall also be the principal  accounting  officer of the
Corporation.  The treasurer shall prescribe and maintain the methods and systems
of  accounting  to be  followed,  keep  complete  books and  records of account,
prepare  and file all local,  state,  and  federal tax  returns,  prescribe  and
maintain an adequate  system of internal  audit,  and prepare and furnish to the
president and the Board of Directors statements of account showing the financial
position of the Corporation and the results of its operations.

         4.9  SALARIES.  Officers of the  Corporation  shall be entitled to such
salaries,  emoluments,  compensation,  or  reimbursement  as  shall  be fixed or
allowed from time to time by the Board of Directors.

         4.10 BONDS.  If the Board of Directors by resolution  shall so require,
any officer or agent of the  Corporation  shall give bond to the  Corporation in
such amount and with such surety as the Board of Directors may deem  sufficient,
conditioned  upon the faithful  performance  of that officer's or agent's duties
and offices.


                                    ARTICLE V
                                      STOCK

         5.1  CERTIFICATES.   The  shares  of  stock  shall  be  represented  by
consecutively numbered certificates signed in the name of the Corporation by its
president or a vice president and by the treasurer or an assistant  treasurer or
by the secretary or an assistant secretary, and shall be sealed with the seal of
the Corporation, or with a facsimile thereof.


                                       8
<PAGE>


Whenever  any  certificate  is  countersigned  or otherwise  authenticated  by a
transfer agent or transfer  clerk,  and by a registrar,  then a facsimile of the
signatures of the officers or agents,  the transfer  agent or transfer  clerk or
the  registrar  of the  Corporation  may be  printed  or  lithographed  upon the
certificate in lieu of the actual signatures.  If the Corporation uses facsimile
signatures of its officers and agents on its stock  certificates,  it cannot act
as the registrar of its own stock,  but its transfer  agent and registrar may be
identical if the  institution  acting in those dual  capacities  countersigns or
otherwise  authenticates any stock certificates in both capacities.  In case any
officer who has signed or whose  facsimile  signature  has been placed upon such
certificate  shall have ceased to be such  officer  before such  certificate  is
delivered by the  Corporation,  the certificate or certificates may nevertheless
be adopted by the  Corporation  and be issued and delivered as though the person
or persons who signed the  certificates,  or whose facsimile  signature has been
used thereon, had not ceased to be an officer of the Corporation.

         Each certificate representing shares shall state the following upon the
face thereof: the name of the state of the Corporation's organization;  the name
of the person to whom issued; the number and class of shares and the designation
of the series, if any, which such certificate represents;  the par value of each
share represented by such certificate or a statement that the shares are without
par value.  Certificates  of stock shall be in such form  consistent with law as
shall be prescribed by the Board of Directors.

         5.2 RECORD.  A record shall be kept of the name of each person or other
entity  holding  the stock  represented  by each  certificate  for shares of the
Corporation  issued,  the number of shares represented by each such certificate,
the date thereof and, in the case of cancellation, the date of cancellation. The
person or other  entity in whose name  shares of stock stand on the books of the
Corporation  shall be deemed the owner  thereof,  and thus a holder of record of
such shares of stock, for all purposes as regards the Corporation.

         5.3  CONSIDERATION  FOR  SHARES.   Shares  shall  be  issued  for  such
consideration, expressed in dollars (but not less than the par value thereof) as
shall be fixed  from  time to time by the Board of  Directors.  That part of the
surplus of the  Corporation  which is  transferred  to stated  capital  upon the
issuance of shares as a share dividend shall be deemed the consideration for the
issuance of such dividend shares. Such consideration may consist, in whole or in
part, of money, promissory notes, other property,  tangible or intangible, or in
labor or services actually performed for the Corporation, contracts for services
to be performed or other securities of the Corporation.

         5.4 CANCELLATION OF CERTIFICATES.  All certificates  surrendered to the
Corporation  for  transfer  shall be canceled and no new  certificates  shall be
issued in lieu thereof until the former  certificate for a like number of shares
shall have been surrendered and canceled, except as herein provided with respect
to lost, stolen, or destroyed certificates.

         5.5 LOST  CERTIFICATES.  In case of the alleged loss,  destruction,  or
mutilation  of a  certificate  of stock,  the Board of Directors  may direct the
issuance of a new  certificate in lieu thereof upon such terms and conditions in
conformity  with law as it may  prescribe.  The


                                       9
<PAGE>

Board of Directors may in its discretion require a bond, in such form and amount
and with such surety as it may determine, before issuing a new certificate.

         5.6  TRANSFER OF SHARES.  Upon  surrender  to the  Corporation  or to a
transfer  agent of the  Corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence of  succession,  assignment,  or  authority  to
transfer, and such documentary stamps as may be required by law, it shall be the
duty of the  Corporation  to  issue a new  certificate  to the  person  entitled
thereto,  and cancel the old certificate.  Every such transfer of stock shall be
entered  on the  stock  book  of the  Corporation  which  shall  be  kept at its
principal office or by its registrar duly appointed.

         The Corporation  shall be entitled to treat the holder of record of any
share of stock as the holder in fact thereof, and accordingly shall not be bound
to  recognize  any  equitable or other claim to or interest in such share on the
part of any other  person  whether or not it shall have  express or other notice
thereof, except as may be required by the laws of Nevada.

         5.7 TRANSFER AGENTS,  REGISTRARS,  AND PAYING AGENTS.  The Board may at
its discretion appoint one or more transfer agents,  registrars,  and agents for
making payment upon any class of stock,  bond,  debenture,  or other security of
the  Corporation.  Such agents and  registrars  may be located  either within or
outside Nevada.  They shall have such rights and duties and shall be entitled to
such compensation as may be agreed.


                                   ARTICLE VI
                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         6.1  INDEMNIFICATION;  ADVANCEMENT  OF EXPENSES.  To the fullest extent
permitted  by the  laws of the  State  of  Nevada  (currently  set  forth in NRS
78.751), as the same now exists or may hereafter be amended or supplemented, the
Corporation  shall  indemnify its directors and officers,  including  payment of
expenses as they are  incurred  and in advance of the final  disposition  of any
action,  suit,  or  proceeding.  Employees,  agents,  and other  persons  may be
similarly indemnified by the Corporation,  including advancement of expenses, in
such case or cases and to the extent set forth in a  resolution  or  resolutions
adopted by the Board of  Directors.  No amendment of this Section shall have any
effect on  indemnification  or  advancement  of  expenses  relating to any event
arising prior to the date of such amendment.

         6.2 INSURANCE AND OTHER  FINANCIAL  ARRANGEMENTS  AGAINST  LIABILITY OF
DIRECTORS,  OFFICERS,  EMPLOYEES, AND AGENTS. To the fullest extent permitted by
the laws of the State of Nevada (currently set forth in NRS 78.752), as the same
now exists or may  hereafter be amended or  supplemented,  the  Corporation  may
purchase and maintain insurance and make other financial  arrangements 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 such



                                       10
<PAGE>

person and  liability  and expense  incurred by such person in its capacity as a
director, officer, employee, or agent, or arising out of such person's status as
such,  whether or not the Corporation has the authority to indemnify such person
against such liability and expenses.

                                   ARTICLE VII
                        APPLICABILITY OF CERTAIN STATUTES

         7.1  ACQUISITION  OF  CONTROLLING  INTEREST.  The provisions of the NRS
pertaining to the acquisition of a controlling  interest (currently set forth in
NRS 78.378 to 78.3793,  inclusive),  as the same now exists or may  hereafter be
amended or supplemented, shall not apply to the Corporation.

         7.2 COMBINATIONS  WITH INTERESTED  STOCKHOLDERS.  The provisions of the
NRS pertaining to combinations with interested stockholders (currently set forth
in NRS 78.411 to 78.444,  inclusive), as the same now exists or may hereafter be
amended or supplemented, shall not apply to the Corporation.


                                  ARTICLE VIII
            EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS;
                                DEPOSITS; PROXIES

         8.1 EXECUTION OF INSTRUMENTS. The president or any vice president shall
have the  power to  execute  and  deliver  on  behalf  of and in the name of the
Corporation  any  instrument  requiring  the  signature  of an  officer  of  the
Corporation, except as otherwise provided in these Bylaws or where the execution
and delivery  thereof shall be expressly  delegated by the Board of Directors to
some other officer or agent of the  Corporation.  Unless  authorized to do so by
these Bylaws or by the Board of Directors,  no officer, agent, or employee shall
have any power or  authority to bind the  Corporation  in any way, to pledge its
credit, or to render it liable pecuniarily for any purpose or in any amount.

         8.2 LOANS. The Corporation may lend money to, guarantee the obligations
of, and otherwise assist directors,  officers, and employees of the Corporation,
or directors of another  corporation of which the Corporation owns a majority of
the voting stock, only upon compliance with the requirements of the NRS.

         No loans  shall be  contracted  on  behalf  of the  Corporation  and no
evidence  of  indebtedness  shall be issued in its name unless  authorized  by a
resolution of the Board of Directors.  Such authority may be general or confined
to specific instances.

         8.3 CHECKS AND  ENDORSEMENTS.  All checks,  drafts, or other orders for
the payment of money,  obligations,  notes, or other evidences of  indebtedness,
bills  of  lading,  warehouse  receipts,  trade  acceptances,   and  other  such
instruments  shall be  signed  or  endorsed  by such  officers  or agents of the
Corporation  as shall from time to time be


                                       11
<PAGE>


determined by resolution of the Board of Directors, which resolution may provide
for the use of facsimile signatures.

         8.4 DEPOSITS. All funds of the Corporation not otherwise employed shall
be  deposited  from time to time to the  Corporation's  credit in such  banks or
other depositories as shall from time to time be determined by resolution of the
Board of Directors,  which  resolution may specify the officers or agents of the
Corporation  who shall have the power,  and the manner in which such power shall
be  exercised,  to make such  deposits and to endorse,  assign,  and deliver for
collection and deposit checks, drafts, and other orders for the payment of money
payable to the Corporation or its order.

         8.5 PROXIES.  Unless  otherwise  provided by resolution  adopted by the
Board of Directors,  the  president or any vice  president may from time to time
appoint one or more agents or attorneys-in-fact of the Corporation,  in the name
and on behalf of the Corporation, to cast the votes which the Corporation may be
entitled  to cast as the  holder  of  stock  or other  securities  in any  other
corporation, association, or other entity any of whose stock or other securities
may be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, association, or other entity or to consent
in writing, in the name of the Corporation as such holder, to any action by such
other corporation,  association, or other entity, and may instruct the person or
persons  so  appointed  as to the manner of  casting  such votes or giving  such
consent,  and may  execute or cause to be  executed in the name and on behalf of
the  Corporation  and under its corporate  seal, or otherwise,  all such written
proxies or other instruments as he may deem necessary or proper in the premises.

         8.6  CONTRACTS.  The Board of Directors  may  authorize  any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the  Corporation,  and such authority
may be general or confined to specific instances.


                                   ARTICLE IX
                                  MISCELLANEOUS

         9.1 WAIVERS OF NOTICE.  Whenever  notice is required by the NRS, by the
Articles  of  Incorporation,  or by these  Bylaws,  a waiver  thereof in writing
signed by the director,  stockholder,  or other person  entitled to said notice,
whether before, at, or after the time stated therein,  or his appearance at such
meeting in person or (in the case of a stockholders' meeting) by proxy, shall be
equivalent to such notice.

         9.2 CORPORATE SEAL. The Board of Directors may adopt a seal circular in
form and bearing the name of the  Corporation,  the state of its  incorporation,
and the word  "Seal"  which,  when  adopted,  shall  constitute  the seal of the
Corporation.  The  seal may be used by  causing  it or a  facsimile  of it to be
impressed, affixed, manually reproduced, or rubber-stamped with indelible ink.


                                       12
<PAGE>


         9.3 FISCAL YEAR.  The Board of Directors  may, by  resolution,  adopt a
fiscal year for the Corporation.

         9.4  AMENDMENT  OF BYLAWS.  The  provisions  of these Bylaws may at any
time, and from time to time, be amended,  supplemented  or repealed by the Board
of Directors.

         9.5 UNIFORMITY OF INTERPRETATION  AND SEVERABILITY.  These Bylaws shall
be so interpreted  and construed as to conform to the Articles of  Incorporation
and the laws of the State of Nevada  or of any other  state in which  conformity
may become  necessary by reason of the  qualification  of the  Corporation to do
business in such state, and where conflict between these Bylaws, the Articles of
Incorporation  or the laws of such a state  has  arisen  or shall  arise,  these
Bylaws shall be considered to be modified to the extent, but only to the extent,
conformity  shall require.  If any provision  hereof or the application  thereof
shall be  deemed  to be  invalid  by  reason  of the  foregoing  sentence,  such
invalidity  shall not affect  the  validity  of the  remainder  of these  Bylaws
without the invalid provision or the application  thereof, and the provisions of
these Bylaws are declared to be severable.

         9.6  EMERGENCY  BYLAWS.  Subject  to  repeal or change by action of the
stockholders,  the Board of Directors may adopt  emergency  bylaws in accordance
with and pursuant to the provisions of the laws of the State of Nevada.


                            SECRETARY'S CERTIFICATION

         The undersigned  Secretary Patch International Inc. (the "Corporation")
hereby  certifies  that the foregoing  Bylaws are the Bylaws of the  Corporation
adopted by the Board of Directors as of the 11th day of May, 2004.



                                  By  /s/ WINSTON CABELL
                                    --------------------------------------------
                                    Winston Cabell
                                    Secretary







                                       13