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AMENDMENTS TO VENTURI'S BYLAWS:

         Delete Section 2.13 of the Bylaws in its entirety and replace it with
the following:

                  Section 2.13 BOARD DECISIONS. Unless a vote of a greater
         number is required by the laws of the State of Nevada, the Articles of
         Incorporation, or these By-Laws, the affirmative vote of a majority of
         the directors present at a meeting at which a quorum is present shall
         be the act of the Board of Directors.

         Add the following as a new Section 2.18:

                  Section 2.18 ACTIONS REQUIRING UNANIMOUS DIRECTOR VOTE.
         Notwithstanding anything to the contrary in these By-Laws, the
         unanimous affirmative vote of all of the members of the Board of
         Directors shall be required in order for the corporation to take any of
         the following actions:

                  (a) Issue or sell any shares of the Corporation's capital
         stock, or any options, warrants or other rights to acquire any shares
         of the Corporation's capital stock; PROVIDED, HOWEVER, that such
         unanimous vote shall not be required for the (i) issuance of shares in
         connection with acquisitions so long as the number of shares so issued
         does not in the aggregate for all such acquisitions exceed 976,264
         shares of common stock, or (ii) grant of options to acquire not more
         than 195,253 shares of common stock in the aggregate.

                  (b) (i) Acquire all or part of the capital stock or assets of
         any other corporation, person or entity, (ii) sell all or substantially
         all of the Corporation's capital stock or assets, or (iii) merge with
         or consolidate with any other corporation, person or entity, except for
         mergers of wholly-owned subsidiaries of the Corporation into the
         Corporation; PROVIDED, HOWEVER, that such a unanimous vote shall not be
         required for acquisitions of entities (whether by stock or asset
         purchase) having a value of not in excess of $5,000,000 in the
         aggregate;

                  (c) List the Corporation's stock on any national securities
         exchange or Nasdaq;

                  (d) Make or commit to make any capital expenditure exceeding
         $1,000,000 during any fiscal year of the Corporation;

                  (e) Appoint, hire, terminate, dismiss or remove the Chief
         Executive Officer, the President or the Chief Financial Officer of the
         Corporation or hire as an officer any person related to any
         then-elected officer or director;

                  (f) Create, incur, assume or suffer to exist any mortgage,
         pledge, hypothecation, assignment, security interest, lien or other
         encumbrance (each a


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         "Lien") upon any property of the Corporation, except for (i) Liens for
         taxes not yet due and payable, and (ii) carriers', warehousemen's,
         mechanics', materialmen's, repairmen's or other like Liens arising in
         the ordinary course of business;

                  (g) (i) Create, issue, incur, assume, become liable in respect
         of or suffer to exist any indebtedness for money borrowed (including
         capital lease obligations), except indebtedness for money borrowed in
         an aggregate principal amount not to exceed $1,000,000 in the aggregate
         at any one time outstanding, or (ii) refinance, refund, renew or extend
         any indebtedness for money borrowed of the Corporation;

                  (h) Make any loan or advance to any person or entity,
         including, without limitation, any employee, director or shareholder of
         the Corporation or any subsidiary of the Corporation, except advances
         made in the ordinary course of business to a wholly-owned subsidiary of
         the Corporation;

                  (i) Take any action to effect the dissolution, winding up, or
         liquidation of the Corporation, or to initiate any proceedings in the
         nature of bankruptcy, receivership, or insolvency proceedings of any
         kind;

                  (j) Make any material changes in the compensation of the
         employees, officers, and directors of the Corporation;

                  (k) Relocate the Corporation's principal executive office; or

                  (l) Engage in any activity outside the ordinary course of the
         Corporation's business or that may have a material effect on the
         Corporation.

         Delete Section 8.01 in its entirety and replace it with the following:

                  Section 8.01 AMENDMENT. Amendments and changes of these
         By-Laws 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 vote of, or a consent in writing signed by the holders of a
         majority of the issued and outstanding capital stock; PROVIDED,
         HOWEVER, that Sections 2.13 and 2.18 of these By-Laws may be amended or
         repealed only by the unanimous affirmative vote of all of the members
         of the Board of Directors and the holders of sixty-six and two-thirds
         percent (66 2/3%) of the entire number of shares of the capital stock
         of the corporation entitled to vote.


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