Exhibit
3.2


TABLE OF
CONTENTS


BY-LAWS





ARTICLE
ONE - OFFICES





1.1 Registered
Office.


1.2 Other
Offices.





ARTICLE
TWO - MEETINGS OF STOCKHOLDERS





2.1 Place.


2.2 Annual
Meetings.


2.3 Special
Meetings.


2.4 Notices of
Meetings.


2.5 Purpose of
Meetings.


2.6 Quorum.


2.7 Voting.


2.8 Share
Voting.


2.9 Proxy.


2.10        
Written Consent in Lieu of Meeting.





ARTICLE
THREE - DIRECTORS





3.1 Powers.


3.2 Number of
Directors.


3.3 Vacancies.





ARTICLE
FOUR - MEETINGS OF THE BOARD OF DIRECTORS





4.1 Place.


4.2 First
Meeting.


4.3 Regular
Meetings.


4.4 Special
Meetings.


4.5 Notice.


4.6 Waiver.


4.7 Quorum.


4.8 Adjournment.





ARTICLE
FIVE - COMMITTEES OF DIRECTORS





5.1 Power to
Designate.


5.2 Regular
Minutes.


5.3 Written
Consent.





ARTICLE
SIX - COMPENSATION OF DIRECTORS





6.1 Compensation.





Page
1 of 10


TABLE OF
CONTENTS


BY-LAWS





ARTICLE
ONE - OFFICES


1.1
Registered Office.


1.2 Other
Offices.





ARTICLE
TWO - MEETINGS OF STOCKHOLDERS


2.1
Place.


2.2
Annual Meetings.


2.3
Special Meetings.


2.4
Notices of Meetings.


2.5
Purpose of Meetings.


2.6
Quorum.


2.7
Voting.


2.8 Share
Voting.


2.9
Proxy.


2.10
Written Consent in Lieu of Meeting.





ARTICLE
THREE - DIRECTORS


3.1
Powers.


3.2
Number of Directors.


3.3
Vacancies.





ARTICLE
FOUR - MEETINGS OF THE BOARD OF DIRECTORS


4.1
Place.


4.2 First
Meeting.


4.3
Regular Meetings.


4.4
Special Meetings.


4.5
Notice.


4.6
Waiver.


4.7
Quorum.


4.8
Adjournment.





ARTICLE
FIVE - COMMITTEES OF DIRECTORS


5.1 Power
to Designate.


5.2
Regular Minutes.


5.3
Written Consent.





ARTICLE
SIX - COMPENSATION OF DIRECTORS


6.1
Compensation.





ARTICLE
SEVEN - NOTICES


7.1
Notice.


7.2
Consent.


7.3
Waiver of Notice.





ARTICLE
EIGHT - OFFICERS


8.1
Appointment of Officers.


8.2 Time
of Appointment.


8.3
Additional Officers.


8.4
Salaries.


8.5
Vacancies.


8.6
Chairman of the Board.




Page
2 of 10




8.7
Vice-Chairman.


8.8
President.


8.9
Vice-President.


8.10
Secretary.


8.11
Assistant Secretaries.


8.12
Treasurer.


8.13
Surety.


8.14
Assistant Treasurer.





ARTICLE
NINE - CERTIFICATES OF STOCK


9.1 Share
Certificates.


9.2
Transfer Agents.


9.3 Lost
or Stolen Certificates.


9.4 Share
Transfers.


9.5
Voting Shareholder.


9.6
Shareholders Record.





ARTICLE
TEN - GENERAL PROVISIONS


10.1
Dividends


10.2
Reserves.


10.3
Checks.


10.4
Fiscal Year.


10.5
Corporate Seal.





ARTICLE
ELEVEN - INDEMNIFICATION





ARTICLE
TWELVE - AMENDMENTS


12.1 By
Shareholder.


12.2 By
Board of Directors.





BY-LAWS


OF


IDO
SECURITY INC.


A NEVADA
CORPORATION





ARTICLE
ONE





OFFICES





Section
1.1 Registered Office - The registered office of this corporation shall be in
the County of Reno, State of Nevada.





Section
1.2 Other Offices - The corporation may also have offices at such other places
both within and without the State of Nevada as the Board of Directors may from
time to time determine or the business of the corporation may
require.





ARTICLE
TWO





MEETINGS
OF STOCKHOLDERS





Section
2.1 Place - All annual meetings of the stockholders shall be held at registered
office of the corporation or at such other place within or without the State of
Nevada as the directors shall determine. Special meetings of the stockholders
may be held at such time and place within or without the State Of Nevada as
shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.





Page
3 of 10





Section
2.2 Annual Meetings - Annual meetings of the stockholders, commencing with the
year 2004, shall be held on the 06/30 day of each year if not legal holiday and,
if a legal holiday, then on the next secular day following, or at such other
time as may be set by the Board of Directors from time to time, at which the
stockholders shall elect by vote a Board of Directors and transact such other
business as may properly be brought before the meeting.





Section
2.3 Special Meetings - Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or the Secretary by resolution of
the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
purposed meeting.





Section
2.4 Notices of Meetings - Notices of meetings shall be in writing and signed by
the President or a Vice-President or the Secretary or an Assistant Secretary or
by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
and the place, which may be within or without this State, where it is to be
held. A copy of such notice shall be either delivered personally to or shall be
mailed, postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before such meeting. If
mailed, it shall be directed to a stockholder at his address as it appears upon
the records of the corporation and upon such mailing of any such notice, the
service thereof shall be complete and the time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for transmission
to such stockholder. 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 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.





Section
2.5. Purpose of Meetings - Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.





Section
2.6. Quorum - The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. 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.





Section
2.7. Voting - 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 be sufficient to elect directors or to decide any
questions 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.





Section
2.8. Share Voting - Each 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. Upon the demand of any
stockholder, the vote for directors and the vote upon any question before the
meeting shall be by ballot.





Section
2.9. Proxy - At the meeting of the stockholders any stockholder may be presented
and vote by a proxy or proxies appointed by an instrument in writing. In the
event that any such instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the meeting, or, if only
one shall be present, then that one shall have and may exercise all of the
powers conferred by such written instrument upon all of the persons so,
designated unless the instrument shall otherwise provide. No proxy or power of
attorney to vote shall be used to vote at a meeting of the stockholders unless
it shall have been filed with the secretary of the meeting when required by the
inspectors of election. All questions regarding the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
the inspectors of election who shall be appointed by the Board of Directors, or
if not so appointed, then by the presiding officer of the meeting.





Page
4 of 10





Section
2.10. Written Consent in Lieu of Meeting - Any action which may be taken by the
vote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.





ARTICLE
THREE





DIRECTORS





Section
3.1. Powers - The business of the corporation shall be managed by its Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.





Section
3.2. Number of Directors - The number of directors which shall constitute the
whole board shall be three (3). The number of directors may from time to time be
increased or decreased to not less than one nor more than fifteen by action of
the Board of Directors. The directors shall be elected at the annual meeting of
the stockholders and except as provided in Section 2 of this Article, each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.





Section
3.3. Vacancies - Vacancies in the Board of Directors - 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, or by a sole remaining director,
and each director so elected shall hold office until his successor is elected at
an annual or a special meeting of the stockholders. The holders of a two-thirds
of the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the directors by vote at a meeting
called for such purpose or by a written statement filed with the secretary or,
in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and vacancies on
the Board. of Directors resulting therefrom shall be filled only by the
stockholders.





A vacancy
or vacancies in the Board of Directors shall be deemed to exist in case of the
death, resignation or removal of any directors, or if the authorized number of
directors be increased, or if the stockholders fail at any annual or special
meeting of stockholders at which any director or directors are elected to elect
the full authorized number of directors to be voted for at that
meeting.





The
stockholders may elect a director or directors at any time to fill any vacancy
or vacancies not filled by the directors. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future time, the Board or
the stockholders shall have power to elect a successor to take office when the
resignation is to become effective.





No
reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of
office.





ARTICLE
FOUR





MEETINGS
OF THE BOARD OF DIRECTORS





Section
4. 1. Place - Regular meetings of the Board of Directors shall be held at any
place within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may be held either at a
place so designated or at the registered office.





Page
5 of 10





Section
4.2. First Meeting - The first meeting of each newly elected Board of Directors
shall be immediately following the adjournment of the meeting of stockholders
and at the place thereof. No notice of such meeting shall be necessary to the
directors in order legally to constitute the meeting, provided a quorum be
present. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.





Section
4.3. Regular Meetings - Regular meetings of the Board of Directors may be held
without call or notice at such time and at such place as shall from time to time
be fixed and determined by the Board of Directors.





Section
4.4. Special Meetings - Special Meetings of the Board of Directors may be called
by the Chairman or the President or by any Vice-President or by any two
directors.





Written
notice of the time and place of special meetings shall be delivered personally
to each director, or sent to each director by mail or by other form of written
communication, charges prepaid, addressed to him at his address as it is shown
upon the records or if not readily ascertainable, at the place in which the
meetings of the directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or delivered to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered as above provided, it
shall be so delivered at least twenty-four (24) hours prior to the time of
holding of the meeting. Such mailing, telegraphing or delivery as above provided
shall be due, legal and personal notice to such director.





Section
4.5. Notice - Notice of the time and place of holding an adjourned meeting need
not be given to the absent directors if the time and place be fixed at the
meeting adjourned.





Section
4.6. Waiver - The transactions of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though had 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, or a consent to holding such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.





Section
4.7. Quorum - A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or 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, unless a greater
number is required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in regular
meeting.





Section
4.8. Adjournment - A quorum of the directors may adjourn any directors meeting
to meet again at a stated day and hour; provided, however, that in the absence
of a quorum, a majority of the directors present at any directors meeting,
either regular or special, may adjourn from time to time until the time fixed
for the next regular meeting of the Board.





ARTICLE
FIVE





COMMITTEES
OF DIRECTORS





Section
5.1. Power to Designate - The Board of Directors may, by resolution adopted by a
majority of whole Board, designate one or more committees of the Board of
Directors, each committee to consist of one OF more of the directors of the
corporation which, to the extent provided in the resolution, shall have and may
exercise the power 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 which may require it. Such committees
shall have such name or names as may be determined from time to time by the
Board of Directors. The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they constitute a quorum,
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. At meetings of such
committees, a majority of the members or alternate members shall constitute a
quorum for the transaction of business, and the act of a majority of the members
or alternate members at any meeting at which there is a quorum shall be the act
of the committee.





Page
6 of 10





Section
5.2. Regular Minutes - The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.





Section
5.3. Written Consent - Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a written consent thereto is signed by all members of the
Board of Directors or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or
committee.





ARTICLE
SIX





COMPENSATION
OF DIRECTORS





Section
6.1. Compensation - The directors may be paid their expenses of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall prelude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
..compensation for attending committee meetings.





ARTICLE
SEVEN





NOTICES





Section
7.1. Notice - Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.





Section
7.2. Consent - Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meetings shall be as valid as if
they had occurred at a meeting regularly called and noticed, and at such meeting
any business may be transacted which is not excepted from written consent or to
the consideration of which no objection for want of notice is made at the time,
and if any meeting be irregular for want of notice or of such consent, provided
a quorum was present at such a meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity of defect
therein waived by a writing signed by all parties having the right to vote at
such meeting; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in
writing.





Section
7.3. Waiver of Notice - Whenever any notice whatsoever is required to be given
under the provisions of the statutes, of the Articles of Incorporation or of
these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.





Page
7 of 10





ARTICLE
EIGHT





OFFICERS





Section
8.1. Appointment of Officers - The officers of the corporation shall be chosen
by the Board of Directors and shall be President, a Secretary and a Treasurer.
Any person may hold two or more offices.





Section
8.2. Time of Appointment - The Board of Directors at its first meeting after
each annual meeting of stockholders shall choose a Chairman of the Board who
shall be a director, and shall choose a President, a Secretary and a Treasurer,
none of whom need be directors.





Section
8.3. Additional Officers - The Board of Directors may appoint a Vice-Chairman of
the Board, Vice-Presidents and one or more Assistant Secretaries and Assistant
Treasurers and such other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.





Section
8.4. Salaries - The salaries and compensation of all officers of the corporation
shall be fixed by the Board of Directors.





Section
8.5. Vacancies - The officers of the corporation shall hold office at the
pleasure of the Board of Directors. Any officer elected or appointed by the
Board of Directors. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors.





Section
8.6. Chairman of the Board - The Chairman of the Board shall preside at meetings
of the stockholders and the Board of Directors, and shall see that all orders
and resolutions of the Board of Directors are carried into effect.





Section
8.7. Vice-Chairman - The Vice-Chairman shall, in the absence or disability of
the Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties as the Board of
Directors may from time to time prescribe.





Section
8.8. President - The President shall be the chief executive officer of the
corporation and shall have active management of the business of the corporation.
He shall execute on behalf of the corporation all instruments requiring such
execution except to the extent the signing and execution thereof shall be
expressly designated by the Board of Directors to some other officer or agent of
the corporation.





Section
8.9. Vice-President - The Vice-President shall act under the direction of the
President and in the absence or disability of the President shall perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe. The Board of Directors may designate one or more
Executive Vice-Presidents or may otherwise specify the order of seniority of the
Vice-Presidents. The duties and powers of the President shall descend to the
Vice-Presidents in such specified order of seniority.





Section
8.10. Secretary - The Secretary shall act under the direction of the President.
Subject to the direction of the President he shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the President or the Board of
Directors.





Section
8.11. Assistant Secretaries - The Assistant Secretaries shall act under the
direction of the President. In order of their seniority, unless otherwise
determined by the President or the Board of Directors, they shall, in the
absence or disability of the Secretary, perform such other duties and exercise
the powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.





Page
8 of 10





Section
8.12. Treasurer - the Treasurer shall act under the direction of the President.
Subject to the. direction of the President he shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.





Section
8.13. Surety - If required by the Board of Directors, he I shall give the
corporation a bond in such sum 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.





Section
8.14. Assistant Treasurer - The Assistant Treasurer in the order of their
seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.





ARTICLE
NINE





CERTIFICATES
OF STOCK





Section
9.1. Share Certificates - Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President and the Treasurer or an
Assistant Treasurer, or the Secretary of the corporation, certifying the number
of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set forth
in full or summarized on the face or back of certificate which the corporation
shall issue to represent such stock.





Section
9.2. Transfer Agents - If a certificate is signed (a) by a transfer agent other
than the corporation or its employees or (b) by a registrar other than the
corporation or its employees, the signatures of the officers of the corporation
may be facsimiles. In case any officers who has signed or whose facsimile
signature has been' placed upon a certificate shall cease to be such officer
before such certificate is issued, such certificate may be issued with the same
effect as though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.





Section
9.3. Lost or Stolen Certificates - The Board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed upon the making of an affidavit to that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.





Section
9.4. Share Transfers - Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duly of the corporation, if it is satisfied that all provisions of the laws
and regulations applicable to the corporation regarding transfer and ownership
of shares have been complied with to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.





Page
9 of 10





Section
9.5. Voting Shareholder - The Board of Directors may fix in advance a date not
exceeding sixty (60) days nor less than ten (10) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend. or date
for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date for
determination of the stockholders entitled to receive payment of any such
meeting, and any adjournment thereof, or entitled to receive payment of any such
dividend, or to give such consent, and in such case, such stockholders, and only
such stockholders as shall be stockholder of record on the date so fixed, shall
he entitled to notice of and to vote at such meeting, or any adjournment
thereof, or to receive payment of' such dividend', or to receive such allotment
of rights, or to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.





Section
9.6. Shareholders Record - The corporation shall be entitled to recognize the
person registered on its books as the owner of shares to be the exclusive owner
for all purposes including voting and dividends, and the corporation shall not
be bound to recognize an 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.





ARTICLE
TEN





GENERAL
PROVISIONS





Section
10.1. 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.





Section
10.2. Reserves - 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 corporation,
and the directors may modify or abolish any such reserve in the manner in which
it was created.





Section
10.3. Checks - All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.





Section
10.4. Fiscal Year - The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.





Section
10.5. Corporate Seal - The corporation may or may not have a corporate seal, as
may from time to time be determined by resolution of the Board of Directors. If
a corporate seal is adopted, it shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal" and "Nevada". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.





ARTICLE
ELEVEN





INDEMNIFICATION





Every
person who was or is a party or is threatened to be made a party to or Is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably 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. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.





Page
10 of 10





The Board
of Directors may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.





The Board
of Directors may from time to time adopt further Bylaws with respect to
indemnification and may amend these and such Bylaws to provide at all times the
fullest indemnification permitted by the General Corporation Law of the State of
Nevada.





ARTICLE
TWELVE





AMENDMENTS





Section
12. 1. By Shareholder - The Bylaws may be amended by a majority vote of all the
stock issued and outstanding and entitled to vote at any annual or special
meeting of the stockholders, provided notice of intention to amend shall have
been contained in the notice of the meeting,





Section
12.2. By Board-of Directors - The Board of Directors by a majority vote of the
whole Board at any meeting may amend these Bylaws, including Bylaws adopted by
the stockholders, but the stockholders may from time to time specify particular
provisions of the Bylaws which shall not be amended by the Board of
Directors.





APPROVED
AND ADOPTED this 29 day of Jan, 2004.





Signature:
/s/ Zhiying Zhao





Title:
Secretary