BY-LAWS
                                     -------

                                       OF
                                       --

                     TRANSPACIFIC INTERNATIONAL GROUP CORP.
                     --------------------------------------

                     --------------------------------------

                               ARTICLE I - OFFICES
                               -------------------

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

                      ARTICLE II - MEETING OF SHAREHOLDERS
                      ------------------------------------

Section 1 - Annual Meetings:
----------------------------

The annual meeting of the  shareholders of the Corporation  shall be held within
five  months  after the close of the  fiscal  year of the  Corporation,  for the
purpose of  electing  directors,  and  transacting  such other  business  as may
properly come before the meeting.

Section 2 - Special Meetings:
-----------------------------

Special  meetings of the  shareholders may be called at any time by the Board of
Directors  or by the  President,  and shall be called  by the  President  or the
Secretary  at the written  request of the  holders of ten  percent  (10%) of the
shares then outstanding and entitled to vote thereat,  or as otherwise  required
under the provisions of the Law of the State of Nevada ("Corporation Law").

Section 3 - Place of Meetings:
------------------------------

All  meetings  of  shareholders  shall be held at the  principal  office  of the
Corporation,  or at such other places as shall be  designated  in the notices or
waivers of notice of such meetings.

Section 4 - Notice of Meetings:
-------------------------------

(a) Written notice of each meeting of  shareholders,  whether annual or special,
stating the time when and place where it is to be held,  shall be served  either
personally  or by mail,  not less than ten or more than  fifty  days  before the
meeting,  upon each shareholder of record entitled to vote at such meeting,  and
to any other  shareholder  to whom the giving of notice may be  required by law.
Notice of a special  meeting  shall also state the purpose or purposes for which
the meeting is called,  and shall indicate that it is being issued by, or at the
direction  of, the person or persons  calling the  meeting.  If, at any meeting,
action is proposed to be taken that would,  if taken,  entitle  shareholders  to
receive payment for their shares pursuant to the Business  Corporation  Act, the
notice of such  meeting  shall  include a statement  of that purpose and to that


<PAGE>

effect. If mailed, such notice shall be directed to each such shareholder at his
address,  as it appears on the records of the  shareholders of the  Corporation,
unless he shall have  previously  filed with the Secretary of the  Corporation a
written  request that notices  intended for him be mailed to some other address,
in which case, it shall be mailed to the address designated in such request.

(b)  Notice of any  meeting  need not be given to any  person  who may  become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in person or by proxy, submits a signed waiver of notice either
before or after such meeting.  Notice of any adjourned  meeting of  shareholders
need not be given, unless otherwise required by statute.

Section 5 - Quorum:
-------------------

(a) Except as otherwise  provided herein,  or by statute,  or in the Articles of
Incorporation  (such  Articles  and any  amendments  thereof  being  hereinafter
collectively referred to as the "Articles of Incorporation"), at all meetings of
shareholders  of the  Corporation,  the  presence  at the  commencement  of such
meetings in person or by proxy of  shareholders  holding of record a majority of
the total number of shares of the  Corporation  then issued and  outstanding and
entitled to vote,  shall be necessary and  sufficient to constitute a quorum for
the  transaction of any business.  The withdrawal of any  shareholder  after the
commencement  of a meeting  shall have no effect on the  existence  of a quorum,
after a quorum has been established at such meeting.

(b)  Despite  the  absence  of a quorum at any  annual  or  special  meeting  of
shareholders,  the shareholders,  by a majority of the votes cast by the holders
of shares  entitled  to vote  thereon,  may  adjourn  the  meeting.  At any such
adjourned  meeting at which a quorum is present,  any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present.

Section 6 - Voting:
-------------------

(a) Except as otherwise provided by statute or by the Articles of Incorporation,
any corporate  action,  other than the election of directors to be taken by vote
of the  shareholders,  shall be  authorized  by a  majority  of votes  cast at a
meeting of shareholders by the holders of shares entitled to vote thereon.

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

(c) Each shareholder  entitled to vote or to express consent for dissent without
a  meeting,  may  do  so  by  proxy;  provided,  however,  that  the  instrument
authorizing  such  proxy to act  shall  have been  executed  in  writing  by the
shareholder  himself,  or by his  attorney-in-fact  thereunto duly authorized in
writing.  No proxy shall be valid after the expiration of eleven months from the
date of its  execution,  unless the persons  executing  it shall have  specified
therein the length of


                                       2
<PAGE>

time it is to continue  in force.  Such  instrument  shall be  exhibited  to the
Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any  resolution in writing,  signed by all of the  shareholders  entitled to
vote thereon,  shall be and constitute action by such shareholders to the effect
therein  expressed,  with the same force and effect as if the same had been duly
passed by  unanimous  vote at a duly  called  meeting of  shareholders  and such
resolution  so signed  shall be inserted  in the Minute Book of the  Corporation
under its proper date.

                        ARTICLE III - BOARD OF DIRECTORS
                        --------------------------------

Section 1 -Number, Election and Term of Office:
-----------------------------------------------

(a) The number of the directors of the  Corporation  shall be three (3),  unless
and until  otherwise  determined  by vote of a majority  of the entire  Board of
Directors.  The number of Directors shall not be less than three,  unless all of
the outstanding  shares are owned  beneficially and of record by less than three
shareholders,  in which event the number of directors shall not be less than the
number of shareholders.

(b)  Except  as  may  otherwise  be  provided  herein  or  in  the  Articles  of
Incorporation,  the members of the Board of  Directors of the  Corporation,  who
need not be  shareholder,  shall be elected by a majority of the votes cast at a
meeting  of  shareholder,  by the  holders  of  shares  entitled  to vote in the
election.

(c) Each director shall hold office until the annual meeting of the shareholders
next succeeding his election,  and until his successor is elected and qualified,
or until his prior death, resignation or removal.

Section 2 - Duties and Powers:
------------------------------

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

Section 3 - Annual and Regular Meetings:  Notice:
----------------------------------------  -------

(a) A regular annual meeting of the Board of Directors shall be held immediately
following  the annual  meeting of the  shareholders  at the place of such annual
meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the
holding of other  regular  meetings of the Board of  Directors,  and may fix the
time and place thereof.

(c)  Notice  of any  regular  meeting  of the  Board of  Directors  shall not be
required to be given and, if given, need not specify the purpose of the meeting;
provided,  however,  that in case the


                                       3
<PAGE>

Board of Directors shall fix or change the time or place of any regular meeting,
notice of such action  shall be given to each  director  who shall not have been
present at the meeting at which such action was taken  within the time  limited,
and in the manner set forth in  paragraph  (b) of Section 4 of this Article III,
with  respect to special  meetings,  unless such  notice  shall be waived in the
manner set forth in paragraph (c) of such Section 4.

Section 4 - Special Meetings:  Notice:
-----------------------------  -------

(a) Special  Meetings of the Board of Directors shall be held whenever called by
the  President  or by one of the  directors,  at such  time and  place as may be
specified in the respective notices or waivers of notice thereof.

(b)  Notice of  special  meetings  shall be mailed  directly  to each  director,
addressed to him at his  residence or usual place of business,  at least two (2)
days before the day on which the meeting is to be held,  or shall be sent to him
at such  place by  telegram,  radio or  cable,  or  shall  be  delivered  to him
personally  or given to him  orally,  not later  than the day  before the day on
which the  meeting  is to be held.  A notice,  or  waiver of  notice,  except as
required by Section 8 of this Article  III,  need not specify the purpose of the
meeting.

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

Section 5 - Chairman:
---------------------

At all meetings of the Board of Directors the Chairman of the Board,  if any and
if present, shall preside. If there shall be no Chairman, or he shall be absent,
then the President shall preside,  and in his absence,  a Chairman chosen by the
Directors shall preside.

Section 6 - Quorum and Adjournments:
------------------------------------

(a) At all meetings of the Board of Directors, the presence of a majority of the
entire Board shall be necessary  and  sufficient  to constitute a quorum for the
transaction of business, except as otherwise provided by law, by the Articles of
Incorporation, or by these By-Laws.

(b) A majority of the directors  present at the time and place of any regular or
special meeting,  although less than a quorum, may adjourn the same from time to
time without notice, until a quorum shall be present.

Section 7 - Manner of Acting:
-----------------------------

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


                                       4
<PAGE>

(b) Except as otherwise  provided by statute,  by the Articles of Incorporation,
or these  By-Laws,  the action of a  majority  of the  directors  present at any
meeting at which a quorum is present shall be the act of the Board of Directors.
Any action  authorized  in  writing,  by all of the  directors  entitled to vote
thereon  and filed with the minutes of the  Corporation  shall be the act of the
Board of Directors with the same force and effect as if the same had been passed
by unanimous vote at a duly called meeting of the Board.

Section 8 - Vacancies:
----------------------

Any vacancy in the Board of Directors  occurring by reason of an increase in the
number of directors, or by reason of the death,  resignation,  disqualification,
removal  (unless  a  vacancy  created  by  the  removal  of a  director  by  the
shareholders  shall be filled by the  shareholders  at the  meeting at which the
removal was effected) or inability to act of any director,  or otherwise,  shall
be  filled  for the  unexpired  portion  of the term by a  majority  vote of the
remaining  directors,  though  less than a quorum,  at any  regular  meeting  or
special meeting of the Board of Directors called for that purpose.

Section 9 - Resignation:
------------------------

Any  director  may resign at any time by giving  written  notice of the Board of
Directors,  the President or the Secretary of the Corporation.  Unless otherwise
specified  in such  written  notice,  such  resignation  shall take  effect upon
receipt thereof by the Board of Directors or such officer, and the acceptance of
such resignation shall not be necessary to make it effective.

Section 10 - Removal:
---------------------

Any  director  may  be  removed  with  or  without  cause  at  any  time  by the
shareholders,  at a special meeting of the shareholders called for that purpose,
and may be removed for cause by action of the Board.

Section 11 - Salary:
--------------------

No stated salary shall be paid to directors, as such, for their services, but by
resolution of the Board of Directors a fixed sum and expenses of attendance,  if
any, may be allowed for  attendance  at each  regular or special  meeting of the
Board;  provided,  however,  that nothing herein contained shall be construed to
preclude any director  from serving the  Corporation  in any other  capacity and
receiving compensation therefor.

Section 12 - Contracts:
-----------------------

(a) No contract or other  transaction  between  this  Corporation  and any other
Corporation shall be impaired, affected or invalidated nor shall any director be
liable in any way by reason of the fact that any one or more of the directors of
this  Corporation is or are  interested in, or is a director or officer,  or are
directors or officers of such other  Corporation,  provided  that such facts are
disclosed or made known to the Board of Directors.


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<PAGE>

(b) Any  director,  personally  and  individually,  may be a party  to or may be
interested in any contract or transaction of this  Corporation,  and no director
shall be liable in any way by reason of such interest, provided that the fact of
such interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize,  approve or ratify such contract or
transaction  by the vote  (not  counting  the vote of any  such  director)  of a
majority of a quorum,  notwithstanding  the presence of any such director at the
meeting at which such action is taken. Such director or directors may be counted
in determining the presence of a quorum at such meeting.  This Section shall not
be construed to impair or  invalidate or in any way affect any contract or other
transaction  which would otherwise be valid under the law (common,  statutory or
otherwise) applicable thereto.

Section 13 - Committees:
------------------------

The Board of Directors, by resolution adopted by a majority of the entire Board,
may from time to time  designate  from among its members an executive  committee
and  such  other  committees,  and  alternate  members  thereof,  as  they  deem
desirable,  each  consisting  of three or more  members,  with such  powers  and
authority  (to  the  extent  permitted  by  law)  as may  be  provided  in  such
resolution. Each such committee shall serve at the pleasure of the Board.

                              ARTICLE IV - OFFICERS
                              ---------------------

Section 1 - Number, Qualifications, Election and Term of Office:
----------------------------------------------------------------

(a) The officers of the Corporation shall consist of a President, a Secretary, a
Treasurer,  and such  other  officers,  including  a  Chairman  of the  Board of
Directors,  and one or more Vice Presidents,  as the Board of Directors may from
time to time deem advisable. Any officer other than the Chairman of the Board of
Directors may be, but is not required to be, a director of the Corporation.  Any
two or more  offices  may be held by the same  person,  except  the  offices  of
President and Secretary.

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

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

Section 2 - Resignation:
------------------------

Any officer may resign at any time by giving written notice of such  resignation
to  the  Board  of  Directors,  or to the  President  or  the  Secretary  of the
Corporation. Unless otherwise specified in such written notice, such resignation
shall take  effect upon  receipt  thereof by the Board of  Directors  or by such
officer,  and the acceptance of such resignation  shall not be necessary to make
it effective.


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<PAGE>

Section 3 - Removal:
--------------------

Any  officer  may be  removed,  either  with or without  cause,  and a successor
elected by the Board at any time.

Section 4 - Vacancies:
----------------------

A vacancy  in any  office by reason  of death,  resignation,  inability  to act,
disqualification,  or any  other  cause,  may at any  time  be  filled  for  the
unexpired portion of the term by the Board of Directors.

Section 5 - Duties of Officers:
-------------------------------

Officers of the Corporation  shall,  unless  otherwise  provided by the Board of
Directors,  each have such  powers  and  duties as  generally  pertain  to their
respective  offices  as well as such  powers  and  duties as may be set forth in
these By-laws, or may from time to time be specifically  conferred or imposed by
the Board of Directors.  The President shall be the chief  executive  officer of
the Corporation.

Section 6 - Sureties and Bonds:
-------------------------------

In case the Board of Directors shall so require, any officer,  employee or agent
of the Corporation shall execute to the Corporation a bond in such sum, and with
such surety or sureties as the Board of Directors may direct,  conditioned  upon
the  faithful   performance  of  his  duties  to  the   Corporation,   including
responsibility for negligence and for the accounting for all property,  funds or
securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporation:
----------------------------------------

Whenever the Corporation is the holder of shares of any other  corporation,  any
right or power of the Corporation as such shareholder (including the attendance,
acting and voting at shareholders' meetings and execution of waivers,  consents,
proxies or other  instruments)  may be exercised on behalf of the Corporation by
the  President,  any  Vice  President,  or such  other  person  as the  Board of
Directors may authorize.

                           ARTICLE V - SHARES OF STOCK
                           ---------------------------

Section 1 - Certificate of Stock:
---------------------------------

(a) The  certificates  representing  shares of the Corporation  shall be in such
form as shall be adopted by the Board of  Directors,  and shall be numbered  and
registered in the order issued. They shall bear the holder's name and the number
of shares, and shall be signed by (i) the Chairman of the Board or the President
or a Vice President,  and (ii) the Secretary or any Assistant Secretary, and may
bear the corporate seal.


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<PAGE>

(b) No certificate  representing shares shall be issued until the full amount of
consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of  Directors  may  authorize  the  issuance of  certificates  for
fractions of a share which shall entitle the holder to exercise  voting  rights,
receive dividends and participate in liquidating distributions, in proportion to
the  fractional  holdings;  or it may  authorize the payment in cash of the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are  determined;  or it may  authorize  the issuance,  subject to such
conditions  as may be  permitted by law, of scrip in  registered  or bearer form
over the signature of an officer or agent of the  Corporation,  exchangeable  as
therein provided for full shares, but such scrip shall not entitle the holder to
any rights of a shareholder, except as therein provided.

Section 2 - Lost or Destroyed Certificates:
-------------------------------------------

The  holder of any  certificate  representing  shares of the  Corporation  shall
immediately notify the Corporation of any loss or destruction of the certificate
representing  the same. The Corporation may issue a new certificate in the place
of any  certificate  theretofore  issued  by it,  alleged  to have  been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors  in its  discretion  may require,  the board of Directors  may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives,  to give the  Corporation  a bond in such sum as the  Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims,  loss,  liability or damage it may
suffer on account of the issuance of the new certificate.  A new certificate may
be issued  without  requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.

Section 3 - Transfers of Shares:
--------------------------------

(a) Transfers of shares of the Corporation shall be made on the share records of
the Corporation  only by the holder of record thereof,  in person or by his duly
authorized  attorney,  upon  surrender for  cancellation  of the  certificate or
certificates  representing such shares,  with an assignment or power of transfer
endorsed thereon or delivered therewith,  duly executed,  with such proof of the
authenticity  of the  signature  and of  authority to transfer and of payment of
transfer taxes as the Corporation or its agents may require.

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

Section 4 - Record Date:
------------------------

In lieu of closing the share records of the Corporation,  the Board of Directors
may fix, in advance, a date not exceeding fifty days, nor less than ten days, as
the record date for the determination of shareholders entitled to receive notice
of, or to vote at, any meeting of


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<PAGE>

shareholders,  or to  consent  to any  proposal  without a  meeting,  or for the
purpose  of  determining   shareholders  entitled  to  receive  payment  of  any
dividends,  or allotment of any rights,  or for the purpose of any other action.
If  no  record  date  is  fixed,  the  record  date  for  the  determination  of
shareholders entitled to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day next preceding the day on which notice is
given,  or, if no notice is given,  the day on which the  meeting  is held;  the
record date for determining  shareholders  for any other purpose shall be at the
close of business on the day on which the  resolution of the directors  relating
thereto is adopted.  When a determination  of shareholders or record entitled to
notice of or to vote at any  meeting of  shareholders  has been made as provided
for herein,  such determination shall apply to any adjournment  thereof,  unless
the directors fix a new record date for the adjourned meeting.

                             ARTICLE VI - DIVIDENDS
                             ----------------------

Subject to applicable  law,  dividends may be declared and paid out of any funds
available therefor,  as often, in such amounts, and at such time or times as the
Board of Directors may determine.

                            ARTICLE VII - FISCAL YEAR
                            -------------------------

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

                          ARTICLE VIII - CORPORATE SEAL
                          -----------------------------

The Corporate seal, if any, shall be in such form as shall be approved from time
to time by the Board of Directors.

                             ARTICLE IX - AMENDMENTS
                             -----------------------

Section 1 - By Shareholders:
----------------------------

All by-laws of the Corporation shall be subject to alteration or repeal, and new
by-laws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of directors.

Section 2 - By Directors:
-------------------------

The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time,  by-laws  of the  Corporation;  provided,  however,  that the
shareholders  entitled  to vote  with  respect  thereto  as in this  Article  IX
above-provided  may  alter,  amend  or  repeal  by-laws  made  by the  Board  of
Directors,  except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders  or of the Board of Directors,  or to change
any  provisions  of the by-laws  with respect to the removal of directors or the
filling  of  vacancies  in  the  Board   resulting   from  the  removal  by  the
shareholders.  If any by-law  regulating  an impending  election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in


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<PAGE>

the notice of the next meeting of  shareholders  for the election of  directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.

      The  undersigned  Incorporator  certifies the foregoing  by-laws have been
adopted  as the  first  by-laws  of the  Corporation,  in  accordance  with  the
requirements of the Corporation Law.