11









                               True Fiction, Inc.




                                     By-Laws















                                       41
<PAGE>
                                     BYLAWS
                                       OF
                               TRUE FICTION, INC.
                              a Nevada Corporation
                                   ARTICLE   1
                                   -----------
                                     OFFICES
     SECTION  1.     The  registered  office of this corporation shall be in the
County  of  Clark,  State  of  Nevada.
     SECTION  2.     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  2
                                   ----------
                             MEETING OF STOCKHOLDERS
     SECTION 1.     All annual meetings of the stockholders shall be held at the
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.
     SECTION 2.     Annual meetings of the stockholders, shall be held on the 29
March,  each  year  if  not a 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  3.     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 or 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
proposed  meeting.
     SECTION  4.     Notices  of  meetings shall be in writing and signed by the
President  or  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 corporation, association or partnership.  In the
event of the transfer of stock after delivery of 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  5.     Business  transacted at any special meeting of stockholders
shall  be  limited  to  the  purposes  stated  in  the  notice.
     SECTION 6.     The holders of a 10% 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  stock

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<PAGE>
holders  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 there at, 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  7.     When a quorum is present or represented at any meeting, the
vote  of the holders of a 10% 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  shall  govern  and  control  the  decision  of  such  question.
     SECTION  8.     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  9.     At  any  meeting of the stockholders any stockholder may be
represented  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
qualifications  of  voters,  the  validity  of  proxies and the acceptance of 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.
     SECTION  10.     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  3
                                   ----------
                                    DIRECTORS
     SECTION  1.     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  2.     The  number  of  Directors which shall constitute the whole
board  shall be One.  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.     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

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<PAGE>
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  the  vacancies on the Board of Directors
resulting  therefrom  shall  only  be  filled  from  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  4
                                   ----------
                       MEETINGS OF THE BOARD OF DIRECTORS
     SECTION  1.     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 hall 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.
     SECTION  2.     The  first meeting of each newly elected Board of Directors
shall  be  held  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
hereinafter  provided  for  special  meetings  of  the  Board  of  Directors.
     SECTION  3.     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.     Special meetings of the Board of Directors may be called by
the  Chairman or the President or by the 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  facsimile  transmitted,  it  shall be deposited in the United States mail or
facsimile  transmitted  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 the
holding  of  the  meeting.  Such  mailing,  facsimile transmittal or delivery as
above  provided  shall  be  due,  legal  and  personal  notice to such director.
     SECTION 5.     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.

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<PAGE>

     SECTION  6.     The  transaction  of any meeting of the Board of Directors,
however  called and noticed or wherever held, shall be as valid as though had at
a  meeting  duly held after regular call and notice, if a quorum be present, and
if,  either before or after the meeting, each of the directors not present signs
a  written  waiver of notice, or a consent to holding such meeting, or approvals
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  7.     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  be 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  8.     A quorum of the directors may adjourn any directors meeting
to  meet again at 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  5
                                   ----------
                             COMMITTEES OF DIRECTORS
     SECTION  1.     The  Board  of  Directors  may,  by resolution adopted by a
majority  of  the  whole Board, designate one or more committees of the Board of
Directors,  each  committee  to  consist  of two or more of the directors of the
corporation  which,  to  the  extent  provided  in the resolution, shall 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 committee or
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 at any
meeting  at  which  there  is  a  quorum  shall  be  the  act  of the committee.
     SECTION  2.     The  committee  shall  keep  regular  minutes  of  their
proceedings  and  report  the  same  to  the  Board  of  Directors.
     SECTION  3.     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  6
                                   ----------
                            COMPENSATION OF DIRECTORS
     SECTION  1.     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  preclude  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.

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<PAGE>
ARTICLE  7
                                     NOTICES
     SECTION  1.     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  facsimile  transmittal.
     SECTION  2.     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 meeting shall be as valid as
if  had  at  a  meeting  regularly  called  and noticed, and at such meeting any
business may be transacted which is not excepted from the written consent to the
consideration  of which no object 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  meeting,  the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein  waived  by a writing signed by all parities 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  3.     Whenever  any notice whatever 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.
                                   ARTICLE  8
                                   ----------
                                    OFFICERS
     SECTION 1.     The officers of the corporation shall be chosen by the Board
of  Directors and shall be a President, a Secretary and a Treasurer.  Any person
may  hold  two  or  more  positions  as  officers.
     SECTION  2.     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  3.     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  4.     The  salaries  and  compensation  of  all  officers  of the
corporation  shall  be  fixed  by  the  Board  of  Directors.
     SECTION  5.     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  may  be  removed  any time 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  6.     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.  The Chairman of
the  Board  and the Vice-Chairman, if Vice Chairman is so appointed by the Board
of  Directors,  shall  be  entitled  to 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.

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<PAGE>

     SECTION 7.     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  other such duties as the board of
Directors  may  from  time  to  time  prescribe.
     SECTION  8.     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  9.     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  10.     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
will  perform  other  such  duties  as may be prescribed by the President or the
Board  of  Directors.
     SECTION  11.     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  the  duties  and exercise the powers of the Secretary.
They  shall  perform other duties and have such other powers as the President or
the  Board  of  Directors  may  from  time  to  time  prescribe.
     SECTION  12.     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  13.     If  required  by the Board of Directors, he shall give the
corporation  a bond in such sum and with such surety 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  14.     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.

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<PAGE>
ARTICLE  9
                              CERTIFICATES OF STOCK
     SECTION  1.     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  or  an  Assistant  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 the
certificate  which  the  corporation  shall  issue  to  represent  such  stock.

     SECTION  2.     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  officer  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  3.     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  of  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  4.     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  duty 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.
     SECTION  5.     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 the
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 the
termination  of  the  stockholders entitled to notice of and to vote at 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 stockholders of record on the date so fixed, shall
be  entitled  to  notice  of  and  to  vote  at such meeting, or any adjournment
thereof, or to receive such payment of 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  6.     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 any equitable or other claim to or interest in such share or shares
on  the  part of any other person, whether or not it shall have express or other
notice  thereof,  except  as  otherwise  provided  by  the  laws  of  Nevada.

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ARTICLE  10
                               GENERAL PROVISIONS
     SECTION 1.     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  2.     Before  payment of any dividend, there may be set aside out
of  any funds of the corporation available for dividends such sum or sums as the
directors  from  time  to  time, in their absolute discretion, think proper as a
reserve  or  reserves  to meet contingencies, or for equalizing dividends or for
repairing  or  maintaining  any  property  of  the corporation or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and  the  directors  may modify or abolish any such reserve in the
manner  in  which  it  was  created.
     SECTION 3.     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  4.     The  fiscal  year  of  the  corporation  shall  be fixed by
resolution  of  the  Board  of  Directors.
     SECTION 5.     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  11
                                   -----------
                                 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
General  Corporation  Law  of  the  State  of  Nevada  time  to time against all
expenses,  liability  and loss (including attorney's fees, judgements, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in  connection  therewith.  The  expenses  of officers and directors incurred in
defending  a  civil  or  criminal action, suit or proceeding must be paid by the
corporation  as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director  or  officer  to  repay  the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  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.
     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

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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  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  12
                                   -----------
                                   AMENDMENTS
     SECTION  1.     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 2.     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  21TH  DAY  OF  AUGUST,  2000.


                            CERTIFICATE OF SECRETARY
                            ------------------------

     I,  Michel  Shane  hereby certify that I am the Secretary of  True Fiction,
Inc.  and  the  foregoing Bylaws, consisting of 8 pages,  constitute the code of
Bylaws  of  True Fiction, Inc. as duly adopted at a regular meeting of the Board
of  Directors  of  the  corporation  held  August  21,  2000.



     IN  WITNESS  WHEREOF,  I  have hereunto subscribed my name this 21th day of
August,  2000.




               Secretary

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