BY-LAWS



                                  OF



                      SUNDEW INTERNATIONAL, INC.





                         ARTICLE I - OFFICES



      Section 1.  The registered office of the corporation in the

State of Delaware shall be at 110 W. Ninth Street, #134, Wilmington,

Delaware 19801-1618.



      The registered agent in charge thereof shall be William Y. Tay.



      Section 2.  The corporation may also have offices at such

other places as the Board of Directors may from time to time appoint

or the business of the corporation may require.



                          ARTICLE II - SEAL



      Section 1.  The corporate seal shall have inscribed thereon

the name of the corporation, the year of its organization and the

words "Corporate Seal, Delaware".



                 ARTICLE III - STOCKHOLDERS' MEETINGS



      Section 1.  Meetings of stockholders shall be held at the

registered office of the corporation in this state or at such place,

either within or without this state, as may be selected from time to

time by the Board of Directors.



      Section 2.  ANNUAL MEETINGS:  The annual meeting of the

stockholders shall be held on such date as is determined by the

Board of Directors for the purpose of electing directors and for the

transaction of such other business as may properly be brought before

the meeting.



      Section 3.  ELECTION OF DIRECTORS:  Elections of the directors

of the corporation shall be by written ballot.



      Section 4.  SPECIAL MEETINGS:  Special meetings of the

stockholders may be called at any time by the President, or the Board

of Directors, or stockholders entitled to cast at least one-fifth of

the votes which all stockholders are entitled to cast at the

particular meeting.  At any time, upon written request of any person

or persons who have duly called a special meeting, it shall be the

duty of the Secretary to fix the date of the meeting, to be held not

more than sixty days after receipt of the request, and to give due

notice thereof.  If the Secretary shall neglect or refuse to fix the

date of the meeting and give notice thereof, the person or persons

calling the meeting may do so.  Business transacted at all special

meetings shall be confined to the objects stated in the call and

matters germane thereto, unless all stockholders entitled to vote

are present and consent.



      Written notice of a special meeting of stockholders stating

the time and place and object thereof, shall be given to each

stockholder entitled to vote thereat at least ten days before such

meeting, unless a greater period of notice is required by statute in

a particular case.



      Section 5.  QUORUM:  A majority of the outstanding shares of

the corporation entitled to vote, represented in person or by proxy,

shall constitute a quorum at a meeting of stockholders.  If a

majority of the outstanding shares entitled to vote is represented

at a meeting, a majority of the shares so represented may adjourn

the meeting from time to time without further notice.  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 noticed.  The stockholders present at a

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