BY-LAWS

                                       FOR

                               MEGAPRO TOOLS, INC.
                              a Nevada corporation


ARTICLE I - OFFICES.........................................................1


ARTICLE II - MEETINGS OF SHAREHOLDERS.......................................1

   SECTION 1 - ANNUAL MEETINGS..............................................1
   SECTION 2 - NOTICE OF ANNUAL MEETINGS....................................1
   SECTION 3 - SPECIAL MEETINGS.............................................1
   SECTION 4 - NOTICE OF SPECIAL MEETINGS...................................2
   SECTION 5 - PLACE OF MEETINGS............................................2
   SECTION 6 - WAIVER OF NOTICE.............................................2
   SECTION 7 - QUORUM.......................................................2
   SECTION 8 - VOTING.......................................................3
   SECTION 9 - ORDER OF BUSINESS............................................3
   SECTION 10 - CONDUCT OF ELECTION.........................................3
   SECTION 11 - SHAREHOLDER ACTION WITHOUT MEETINGS.........................4

ARTICLE III - BOARD OF DIRECTORS............................................4

   SECTION 1 - NUMBER.......................................................4
   SECTION 2 - ELECTION AND TERM............................................4
   SECTION 3 - DUTIES AND POWERS............................................4
   SECTION 4 - PLACE OF MEETINGS............................................5
   SECTION 5 - ANNUAL MEETING OF DIRECTORS; NOTICE..........................5
   SECTION 6 - REGULAR MEETINGS OF DIRECTORS; NOTICE........................5
   SECTION 7 - SPECIAL MEETINGS OF DIRECTORS; NOTICE........................5
   SECTION 8 - WAIVER OF NOTICE.............................................6
   SECTION 9 - WRITTEN ACTION...............................................6
   SECTION 10 - QUORUM AND ADJOURNMENTS.....................................6
   SECTION 11 - MANNER OF ACTING............................................6
   SECTION 12 - ACTION BY UNANIMOUS WRITTEN CONSENT OF DIRECTORS............7
   SECTION 13 - ORDER OF BUSINESS...........................................7
   SECTION 14 - TELEPHONIC MEETINGS.........................................7
   SECTION 15 - VACANCIES...................................................7
   SECTION 16 - RESIGNATION.................................................8
   SECTION 17 - REMOVAL.....................................................8
   SECTION 18 - CONTRACTS...................................................8
   SECTION 19 - ENCUMBERING OR CONVEYING CORPORATE PROPERTY.................9
   SECTION 20 - COMMITTEES..................................................9
   SECTION 21 - SALARIES....................................................9

ARTICLE IV - OFFICERS.......................................................9

   SECTION 1 - NUMBER.......................................................9
   SECTION 2 - ELECTION....................................................10
   SECTION 3 - TERM OF OFFICE..............................................10
   SECTION 4 - RESIGNATION.................................................10
   SECTION 5 - REMOVAL.....................................................10
   SECTION 6 - VACANCIES...................................................10
   SECTION 7 - DUTIES OF OFFICERS..........................................10
   SECTION 8 - CHAIRMAN OF THE BOARD.......................................11
   SECTION 9 - THE PRESIDENT AS CHIEF EXECUTIVE OFFICER....................11
   SECTION 10 - THE TREASURER..............................................11
   SECTION 11 - THE SECRETARY..............................................12
   SECTION 12 - THE OTHER OFFICERS.........................................12

ARTICLE V - SHARES OF STOCK................................................13

   SECTION 1 - CERTIFICATES OF STOCK.......................................13
   SECTION 2 - ISSUANCE....................................................13
   SECTION 3 - LOST OR DESTROYED CERTIFICATES..............................13
   SECTION 4 - RECORD DATE.................................................14

ARTICLE VI - DIVIDENDS.....................................................14


ARTICLE VII - AMENDMENTS...................................................14

   SECTION 1 - BY SHAREHOLDERS.............................................14
   SECTION 2 - BY DIRECTORS................................................14

ARTICLE VIII - INDEMNIFICATION.............................................15

ARTICLE IX - GENERAL PROVISIONS............................................16

   SECTION 1 - DEPOSITORIES................................................16
   SECTION 2 - OTHER SECURITIES............................................16

<PAGE>

                               ARTICLE I - OFFICES


         The principal office of the Corporation shall be located in the City
and State designated as the registered office 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 - MEETINGS OF SHAREHOLDERS


Section 1 - Annual Meetings

         The annual meeting of the Shareholders of the Corporation shall be held
on a date and at a time selected by the Board of Directors and at such place as
designated by the Board of Directors each year, for the purpose of electing
Directors of the Corporation to serve during the ensuing year and for the
transaction of such other business as may be brought before the meeting.

Section 2 - Notice of Annual Meetings

         At least ten (10) days written notice specifying the day and hour and
place, when and where the annual meeting shall be convened, shall be mailed in a
United States Post Office, addressed to each of the Shareholders of record at
the time of issuing the notice, at his or her or its address last known, as the
same appears on the books of the Corporation.

         If the address of any Shareholders do not appear upon the books of the
Corporation, it will be sufficient to address any notice to such Shareholder at
the last address furnished by such Shareholder to the Secretary of the
Corporation.

         Nevertheless, a failure to give such notice, or any irregularity in
Such notice, shall not affect the validity of annual meetings or any proceedings
had at such meeting, and in such event these Bylaws shall be, and shall be
deemed to be, sufficient notice of such meeting without requirement of further
notice.

Section 3 - Special Meetings

         Special meetings of the Shareholders may be held at the office of the
Corporation in the State of Nevada, or elsewhere, whenever called by the
Chairman, or by a majority of the Board of Directors, or by vote of, or by an
instrument in writing signed by the holders of at least fifty-one percent (51%)
of the issued and outstanding capital stock of the Corporation.

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<PAGE>

Section 4 - Notice of Special Meetings

         At least ten (10) days written notice of such meeting, specifying the
day and hour and place, when and where such meeting shall be convened, and the
objects for calling the same, shall be mailed in the United States Post Office,
addressed to each of the shareholders of record at the time of issuing the
notice, at his or her or its address last known, as the same appears on the
books of the Corporation.

         If the address of any Shareholders do not appear upon the books of the
Corporation, it will be sufficient to address any notice to such Shareholder at
the last address furnished by such Shareholder to the Secretary of the
Corporation.

         The written certificate of the officer or officers calling any special
meeting setting forth the substance of the notice, and the time and place of the
mailing of same to the several Shareholders, and the respective addresses to
which the same were to be mailed, shall be prima facie evidence of the manner
and fact of the calling and giving such notice.

Section 5 - 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 6 - Waiver of Notice

         If all the Shareholders of the Corporation shall waive notice of
special meetings, no notice of such meeting shall be required, and whenever all
the Shareholders shall meet in person or by proxy such meeting shall be valid
for all purposes without call or notice and at such meeting any corporate action
may be taken.

Section 7 - Quorum

         At all Shareholders' meetings, the holders of fifty-one percent (51%)
in amount of the entire issued and outstanding capital stock of the Corporation
shall constitute a quorum for all the purposes of such meetings.

         If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend, in person or by proxy, at the time and place fixed by
these Bylaws for any annual meeting, or fixed by a notice as above provided for
any annual meeting, or fixed by a notice as above provided for a special
meeting, a majority in interest of the Shareholders present in person or by
proxy may adjourn from time to time without notice other than by announcement at
the meeting, until holders of the amount of stock requisite to constitute a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted as
originally called.

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<PAGE>

Section 8 - Voting

         At each meeting of the Shareholders, every Shareholder shall be
entitled to vote in person or by his duly authorized proxy appointed by
instrument in writing subscribed by such Shareholder. Such Shareholder shall
have one (1) vote for each share of stock standing registered in his or her or
its name on the books of the corporation, ten (10) days preceding the day of
such meeting. The votes for Directors, and upon demand by any Shareholder, the
votes upon any question before the meeting, shall be by roll call vote.

         At each meeting of the Shareholders, a full, true and complete list, in
alphabetical order, of all the Shareholders entitled to vote at such meeting,
and indicating the number of shares held by such, certified by the Secretary of
the Corporation, shall be furnished, which list shall be prepared at least ten
(10) days before such meeting, and shall be open to the inspection of the
shareholders, or their agents or proxies, at the place where such meeting is to
be held, and for ten (10) days prior thereto. Only the persons in whose names
shares of stock are registered on the meeting, as evidenced by the list of
Shareholders so furnished, shall be entitled to vote at such meeting. Proxies
and powers of attorney to vote must be filed with the Secretary of the
Corporation before an election or a meeting of the Shareholders, or they cannot
be used at such election or meeting.

Section 9 - Order of Business

         At the Shareholders' meetings, the regular order of business shall be
as follows:

1.       Reading and approval of the Minutes of previous meeting or meetings;
2.       Reports of yearly activity to Shareholders, to be prepared and
         provided by the Board of Directors;
3.       Election of Directors;
4.       Financial review;
5.       Appointment of auditors;
6.       Unfinished business;
7.       New business;
8.       Adjournment.


Section 10 - Conduct of Election

         At each meeting of the Shareholders, the polls shall be opened and
closed; the proxies and ballots issued, received, and be taken in charge of, for
the purpose of the meeting; and all questions touching the qualifications of
voters and the validity of proxies, and the acceptance or rejection of votes,
shall be decided by two (2) inspectors. Such inspectors shall be appointed at
the meeting by the presiding officer of the meeting.

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<PAGE>

Section 11 - Shareholder Action Without Meetings.

         Any action required to be taken at any annual or special meeting of
shareholders, or any action which may be taken at any annual or special meeting
of shareholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted.

                        ARTICLE III - BOARD OF DIRECTORS


Section 1 - Number

         The number of Directors which shall constitute the whole board shall be
at least one who shall be of full age. The number of Directors from time to time
may be decreased to not less than one (1) or increased by amending this section
of the Bylaws or by resolution of the shareholders or the Board of Directors.
The Directors shall be elected at the annual meeting of the Shareholders and
each Director elected shall hold office until his successor is elected and
qualified. Directors need not be Shareholders.

Section 2 - Election and Term.

         The first Board of Directors, unless the members thereof shall have
been named in the Articles of Incorporation, shall be elected by the
incorporator or incorporators and shall hold office until the first annual
meeting of shareholders and until their successors are elected and qualified or
until their earlier resignation or removal. Any director may resign at any time
upon written notice to the corporation. Thereafter, directors who are elected at
an annual meeting of shareholders, and directors who are elected in the interim
to fill vacancies and newly created directorships, shall hold office until the
next annual meeting of shareholders and until their successors are elected and
qualified or until their earlier resignation or removal.


Section 3 - Duties and Powers

         The Board of Directors is vested with the complete and unrestrained
authority in the management of all the affairs of the Corporation, and is
authorized to exercise for such purpose as the General Agent of the Corporation,
its entire corporate authority.

         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 Certificate of
Incorporation or by statute expressly conferred upon or reserved to the
Shareholders.

         The Chairman of the Board of Directors shall make a report to the
Shareholders at annual meetings of the Shareholders of the condition of the
Corporation, and shall, on request, furnish each of the Shareholders with a true
copy thereof.

         The Board of Directors, in its discretion, may submit any contract or
act for approval or ratification at any annual meeting of the Shareholders
called for the purpose of considering any such contract or act, which, if
approved, or ratified by the vote of the holders of a majority of the capital
stock of the Corporation represented in person or by proxy at such meeting,
provided that a lawful quorum of Shareholders be there represented in person or
by proxy, shall be valid and binding upon the Corporation and upon all the
Shareholders thereof, as if it has been approved or ratified by every
Shareholder of the Corporation.

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<PAGE>

Section 4 - Place of Meetings

         Meetings of the Directors may be held at the principal office of the
Corporation in the State of Nevada, or elsewhere, at such place or places as the
Board of Directors may, from time to time, determine.

Section 5 - Annual Meeting of Directors; Notice

         Immediately following each annual meeting of Shareholders, the Board of
Directors shall hold a regular meeting for the purpose of organization, election
of officers, and the transaction of other business. Notice of such meeting is
hereby dispensed with.

Section 6 - Regular Meetings of Directors; Notice

         The time for other regular meetings of the Board of Directors, if and
when held, shall be as determined by the Board of Directors. If any regular
meeting date shall fall on a legal holiday, then the regular meeting date shall
be the business day next following. The time for the next regularly scheduled
meeting of the Board of Directors may be changed by a majority vote of the
Directors at any preceding meeting of the Directors.

         No notice shall be required to be given of any regular meeting of the
Board of Directors, but each Director shall take notice thereof.

Section 7 - Special Meetings of Directors; Notice

         A special meeting of the Board of Directors shall be held whenever
called by the Chairman or by two (2) Directors. Any and all business may be
transacted at a special meeting. Each call for a special meeting shall be in
writing, signed by the person or persons making the same, addressed and
delivered to the Secretary, and shall state the time and place of such meeting.

         Notice of each special meeting of the Board of Directors shall be given
to each of the Directors by mailing to each of them a copy of such notice at
least seven (7) days prior to the time fixed for such meeting to the address of
such Director as shown on the books of the Corporation.


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<PAGE>

Section 8 - Waiver of Notice

         When all the Directors of the Corporation are present at any meeting of
the Board of Directors, however called or noticed, and sign a written consent
thereto on the record of such meeting, or if the majority of the Directors are
present, and if those not present sign in writing a waiver of notice of such
meeting, whether prior to or after the holder of such meeting, which said waiver
shall be filed with the Secretary of the Corporation, the transactions of such
meeting are as valid as if had at a meeting regularly called and noticed.

Section 9 - Written Action

         Any action required or permitted to be taken at any meeting of the
Board of Directors or any committee thereof may be taken without a meeting if
all members of the Board of Directors or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.

Section 10 - Quorum and Adjournments

         A majority of the Board of Directors in office shall constitute a
quorum for the transaction of business; but if at any meeting of the Board there
be less than a quorum present, a majority of those present may adjourn from time
to time, until a quorum shall be present, and no notice of such adjournment
shall be required. The Board of Directors may prescribe rules not in conflict
with these Bylaws for the conduct of its business.

Section 11 - Manner of Acting

         At all meetings of the Board of Directors, each Director present shall
have one (1) vote, irrespective of the number of shares of stock, if any, which
he may hold.

         Except as otherwise provided by statute, by the Certificate of
Incorporation, or by these Bylaws, 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.

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<PAGE>

Section 12 - Action by Unanimous Written Consent of Directors

         Any action required or permitted to be taken by the Board of Directors
may be taken without a meeting if all members of the Board shall individually or
collectively consent in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the board, and such action
by written consent shall have the same force and effect as a unanimous vote of
such Directors. Any certificate or other document which relates to action so
taken shall state that the action was taken by unanimous written consent of the
Board of Directors without a meeting, and that these Bylaws authorize the
Directors to so act.

Section 13 - Order of Business

         The regular order of business at meetings of the Board of Directors
shall be as follows:

         1        Roll call of Directors.
         2        Approval of agenda.
         3        Approval of the Minutes of the prior  Director's  meeting
                  and action on any  recommendations  of any standing committee.
         4.       Report of the  Treasurer  on financial  condition  of the
                  Corporation  and  financial  operating
                  results since the last meeting.
         5.       Report by the President on operating results.
         6.       General counsel report.
         7.       Other items requiring Board action, including any committee
                  reports.
         8.       Reports by selected members of management as requested by the
                  Chairman of the Board.
         9.       Special report on operating or financial date requested by
                  Directors.
         10.      Old business.
         11.      New business.
         12.      Open discussion.
         13.      Adjournment.

Section 14 - Telephonic Meetings

         Nothing herein contained shall prevent or render void any action taken
by the Board of Directors through the use of telephones, telegraphs, computers,
word processing machines or other electronic devices so long as such action is
otherwise consistent with these Bylaws.

Section 15 - Vacancies

         When any vacancy occurs among the Directors by death, resignation,
disqualification or other cause, the Shareholders, at any regular or special
meeting, or at any adjourned meeting thereof, or the remaining Directors, by the
affirmative vote of a majority thereof, shall elect a successor to hold office
for the unexpired portion of the term of the Director whose place shall have
become vacant and until his successor shall have been elected and shall qualify.

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<PAGE>

Section 16 - Resignation

         Any Director may resign at any time by giving written notice to 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 17 - Removal

         Any Director may be removed with or without cause at any time by the
affirmative vote of Shareholders holding of record in the aggregate at least a
majority of the outstanding shares of the Corporation at a special meeting of
the Shareholders called for that purpose, and may be removed for cause by action
of the Board.

Section 18 - 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.

         (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.

         (c) No agreement, contract, franchise, lease or obligation (other than
checks in payment of indebtedness incurred by authority of the Board of
Directors) involving the payment of monies or the credit of the Corporation in
excess of that level established by the Board of Directors, shall be made
without the authority of the Board of Directors duly constituted and acting as
such.

         (d) Unless otherwise ordered by the Board of Directors, all agreements
and contracts shall be signed by the President, Secretary or the Chairman of the
Board of Directors in the name and on behalf of the Corporation, and if
required, shall have the corporate seal thereto attached.

         (e) No note, draft, acceptance, endorsement or other evidence of
indebtedness shall be valid as or against the Corporation unless the same shall
be signed by the President or other authorized officer. No check or order for
money shall be signed in blank by more than one officer of the Corporation.

         (f) No loan or advance of money shall be made by the Corporation to any
Shareholder, Director or Officer therein, unless the Board of Directors shall
otherwise authorize.

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<PAGE>

Section 19 - Encumbering or Conveying Corporate Property

         The Directors shall power to authorize and cause to be executed,
mortgages and liens without limit as to amount upon the property and franchise
of this Corporation, and pursuant to the affirmative vote, either in person or
by proxy, of the holders of a majority of the capital stock issued and
outstanding; the Directors shall have authority to dispose in any manner of the
whole property of this Corporation.

Section 20 - Committees

         The Board of Directors may, by resolution adopted by a majority of the
whole Board, designate one (1) or more standing committees of the Board of
Directors. Each committee shall consist of a Chairperson and another member. All
actions of the committees shall nevertheless require full Board of Directors'
action at the next succeeding meeting of the full Board of Directors unless
specifically provided for to the contrary.

Section 21 - Salaries

         The Directors may be paid their expenses of attendance of each meeting
of the Board of Directors and at any standing committee meeting of the Board of
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. Compensation shall not be paid to
members of ad hoc committees.


                              ARTICLE IV - OFFICERS


Section 1 - Number

         The Officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other Officers as the Board of Directors may
from time to time deem advisable. Any two (2) or more offices may be held by the
same person.

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<PAGE>

Section 2 - Election

         The Board of Directors at its first meeting after the annual meeting of
Shareholders, shall elect a President, a Secretary and a Treasurer, to hold
office for one (1) year next coming, and until their successors are elected and
qualify. The Treasurer and Secretary need not be Directors; the offices of the
Secretary and Treasurer may be held by one person.

         The Board of Directors may from time to time, by resolution, appoint
Vice Presidents and additional Assistant Secretaries, Assistant Treasurers and
Transfer Agents of the Corporation as it may deem advisable; prescribe their
duties and fix their compensation, and all such appointed officers shall be
subject to removal at anytime by the Board of Directors. All officers, agents
and factors of the Corporation shall be chosen and appointed in such manner and
shall hold their offices for such terms as the Board of Directors may by
resolution prescribe.

Section 3 - Term of Office

         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 4 - 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.

Section 5 - Removal

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

Section 6 - 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 a majority vote of the Board of Directors.

Section 7 - 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 Bylaws, 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.

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<PAGE>

Section 8 - Chairman of the Board

         The Chairman of the Board of Directors shall be responsible for
scheduling all Board of Directors meetings, annual Shareholder meetings, Board
of Directors retreats and other activities pertaining to the Board of Directors.
He shall also insure that meeting agendas cover all matters of importance to the
Board and be responsible for making all arrangements for meetings, to include
proper notice as provided for herein. The Chairman of the Board of Directors
shall also insure that the agenda of meetings is followed and be responsible for
communication between the Board of Directors and management, during the period
between meetings of the Board. The Chairman shall also serve a member of each
committee of the Board of Directors and attend such committee meetings in
addition to monitoring the performance of the Board of Directors as a collective
body and as individual members and shall further be responsible for strategic
and financial planning and shall otherwise insure the setting and maintaining of
policies and procedures adopted by the Board of Directors.

Section 9 - The President as Chief Executive Officer

         The President/Chief Executive Officer of the Corporation shall have the
supervision and, subject to the control of the Board of Directors, the direction
of the Corporation's affairs, with full power to execute all resolutions and
orders of the Board of Directors not especially entrusted to some other officer
of the Corporation. He shall sign the Certificates of Stock issued by the
Corporation, shall conduct meetings in the absence of the Chairman, and shall
perform such other duties as shall be prescribed by the Board of Directors.

         Unless otherwise ordered by the Board of Directors, the President as
Chief Executive Officer shall have full power and authority on behalf of the
Corporation, to attend and to act and to vote at any meetings of the
Shareholders of any Corporation in which the Corporation may hold stock, and at
any such meetings, shall possess and may exercise any and all rights and powers
incident to the ownership of such stock, and which as the new owner thereof, the
Corporation might have possessed and exercised if present. The Board of
Directors may, by resolution, from time to time, confer like powers on any
person or persons in place of the President as Chief Executive Officer to
represent the Corporation for the purposes in this Section mentioned.

Section 10 - The Treasurer

         The Treasurer shall have the custody of all the funds and securities of
the Corporation. When necessary or proper, he shall endorse on behalf of the
Corporation for collection, checks, notes, and other obligations; he shall
deposit all monies to the credit of the Corporation in such bank or banks or
other depositary as the Board of Directors may designate; he shall sign all
receipts and vouchers for payments made by the Corporation except as herein
otherwise provided; he shall jointly with such other officer as shall be
designated by those Bylaws, sign all checks made by the Corporation, and shall
pay out and dispose of the same under the direction of the Board of Directors.
He shall sign with the President all bills of exchange and promissory notes of
the Corporation; he shall also have the care and custody of the stocks, bonds,
certificates, vouchers, evidences of debt securities, and such other property
belonging to the Corporation as the Board of Directors shall designate; he shall
sign all papers required by law or these Bylaws or the Board of Directors to be
signed by the Treasurer. Whenever required by the Board of Directors, he shall
perform all acts incident to the position of Treasurer subject to the control of
the Board of Directors.

         The Treasurer shall, if required by the Board of Directors, give bond
to the Corporation conditioned for the faithful performance all his duties as
Treasurer in such sum, and with such security shall be approved by the Board of
Directors, and the expense of such bond to be borne by the Corporation.

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<PAGE>

Section 11 - The Secretary

         The Secretary shall keep the Minutes of all meetings of the Board of
Directors and the Minutes of all meetings of the Shareholders and of the
Executive Committee in books provided for that purpose. The Secretary shall
attend to the giving and serving of all notices of the Corporation; he/she may
sign with the President or a Vice President, in the name of the Corporation, all
contracts authorized by the Board of Directors or Executive Committee; the
Secretary shall affix the corporate seal of the Corporation to any documents
when so authorized by the Board of Directors or Executive Committee; he/she
shall affix the corporate seal to all certificates of stock duly issued by the
Corporation; he/she shall have charge of the Stock Certificate Books, Transfer
Books and Stock Ledgers, and such other books and papers as the Board of
Directors or the Executive Committee may direct, all of which shall at all
reasonable times be open to the examination of any Director(s) upon application
at the office of the Corporation during business hours, and he/she shall, in
general, perform all the duties incident to the office of the Secretary.

Section 12 - The Other Officers

         The Board of Directors may appoint other officers who shall have such
powers and perform such duties as may be prescribed for him/her by the Board of
Directors.

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<PAGE>

                           ARTICLE V - SHARES OF STOCK


Section 1 - Certificates of Stock

         Ownership of stock in the Corporation shall be evidenced by
certificates of stock in such forms as shall be prescribed by the Board of
Directors, and shall be under the seal of the Corporation and signed by the
President and also by the Secretary or by an Assistant Secretary.

         All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby with the number of such shares and
the date of issue shall be entered on the Corporation's books.

         No certificate shall be valid unless it is signed by the President and
by the Secretary or Assistant Secretary.

         All certificates surrendered to the Corporation shall be canceled and
no new certificate shall be issued until the former certificate for the same
number of shares shall have been surrendered or canceled.

Section 2 - Issuance

         The capital stock of the Corporation shall be issued in such manner and
at such times and upon such conditions as shall be prescribed by the Board of
Directors.

Section 3 - Lost or Destroyed Certificates

         Any person or persons applying for a certificate of stock in lieu of
one alleged to have been lost or destroyed, shall make affidavit or affirmation
of the fact, and shall deposit with the Corporation an affidavit. Whereupon, at
the end of six (6) months after the deposit of said affidavit and upon such
person or persons giving Bond of Indemnity to the Corporation with surety to be
approved by the Board of Directors in double the current value of the stock
against any damage, loss, or inconvenience to the Corporation, which may or can
arise in consequence of a new or duplicate certificate being issued in lieu of
the one lost or missing, the Board of Directors may cause to be issued to such
person or persons a new certificate, or a duplicate of the certificate so lost
or destroyed. The Board of Directors, may, in its discretion, refuse to issue
such new or duplicate certificate save upon the order of some court having
jurisdiction in such matter, anything herein to the contrary notwithstanding.

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 (50) days, nor less
than ten (10) days, as the record date for the determination of Shareholders
entitled to receive notice of, or to vote at, any meeting of 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 of 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.

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                             ARTICLE VI - DIVIDENDS

         The Board of Directors shall have power to reserve over and above the
capital stock paid in, such an amount in its discretion as it may deem advisable
to fix as a reserve fund, and may, from time to time, declare dividends from the
accumulated profits of the Corporation in excess of the amounts so reserved, and
pay the same to the Shareholders of the Corporation, and may also, if it deems
the same advisable, declare stock dividends of the unissued capital stock of the
Corporation.

                            ARTICLE VII - AMENDMENTS


Section 1 - By Shareholders

         Amendments and changes of these Bylaws may be made by a vote of, or a
consent in writing signed individually or collectively by the holders of
fifty-one percent (51%) of the issued and outstanding capital stock.

Section 2 - By Directors

         Amendments and changes of these Bylaws may be made at any regular or
special meeting of the Board of Directors by a vote of not less than all of the
entire Board, or may be made by a consent in writing signed individually or
collectively by the not less than all of the entire Board.

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                         ARTICLE VIII - 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 or suffered by him
in connection therewith. 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 by-law, agreement, vote of Shareholders,
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 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 indemnification provisions above provided shall include, but not be
limited to, reimbursement of all fees, including amounts paid in settlement and
attorneys' fees actually and reasonably incurred, in connection with the defense
or settlement of any action or suit if such party to be indemnified acted in
good faith and in a manner reasonably believed to be in or not opposed to the
best interests of the Corporation. Indemnification may not be made for any
claim, issue or matter as to which the person claiming indemnity has been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom to be liable to the Corporation or for amounts paid in settlement to
the Corporation unless and only to the extent that the court in which the action
or suit was brought or other court of competent jurisdiction determined upon
application that the person is fairly and reasonably entitled to indemnity for
such expenses as the court deems proper.

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                         ARTICLE IX - GENERAL PROVISIONS

Section 1 - Depositories

         All monies of the Corporation shall be deposited when as received by
the Treasurer in such bank or banks or other depositary as may from time to time
be designated by the Board of Directors, and such deposits shall be made in the
name of the Corporation.

Section 2 - Other Securities

         The Corporation may take, acquire, hold, mortgage, sell, or otherwise
deal in stocks or bonds or securities of any other corporation, if and as often
as the Board of Directors.


CERTIFIED TO BE THE BY-LAWS OF
MEGAPRO TOOLS, INC.



BY:      /s/ Dennis Crowely
             --------------
             Dennis Crowely


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