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<TYPE>EX-3.5
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<FILENAME>v027219_ex3-5.txt
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                            REALITY INTERACTIVE, INC.

                                     BY-LAWS

                                TABLE OF CONTENTS

Article 1 Offices
Section 1.1 Principal Office 1
Section 1.2 Other Offices 1

Article 2 Shareholders
Section 2.1 Annual Meeting 1
Section 2.2 Special Meetings 1
Section 2.3 Notice of Meetings 1
Section 2.4 Quorum 2
Section 2.5 Organization 2
Section 2.6 Conduct of Business 2
Section 2.7 Proxies and Voting 2
Section 2.8 Shareholder Action By Written Consent 2
Section 2.9 Stock List 2
Section 2.10 Meetings by Telecommunication 2

Article 3 Board of Directors
Section 3.1 Number and Term of Office 3
Section 3.2 Vacancies 3
Section 3.3 Regular Meetings 3
Section 3.4 Special Meetings 3
Section 3.5 Quorum 3
Section 3.6 Participation in Meetings by Conference Telephone 3
Section 3.7 Conduct of Business 3
Section 3.8 Powers 3
Section 3.9 Compensation of Directors 3
Section 3.10 Interested Directors 3
Section 3.11 Loans 3

Article 4 Committees
Section 4.1 Committees of the Board of Directors 4
Section 4.2 Conduct of Business 4

Article 5 Officers
Section 5.1 Generally 5
Section 5.2 President 5
Section 5.3 Vice-president 5
Section 5.4 Treasurer 5
Section 5.5 Secretary 5
Section 5.6 General Manager 5
Section 5.7 Delegation of Authority 5
Section 5.8 Removal 5
Section 5.9 Action with Respect to Securities of Other Corporation 5

<PAGE>

Article 6 Indemnification of Officers, Directors and Others
Section 6.1 Generally
Section 6.2 Expenses
Section 6.3 Determination by Board of Directors
Section 6.4 Non-exclusive Right Section
6.5 Insurance Section
6.6 Violation of Law Section
6.7 Coverage

Article 7  Stock
Section 7.1 Certificates of Stock
Section 7.2 Transfers of Stock
Section 7.3 Record Date
Section 7.4 Lost, Stolen or Destroyed Certificates
Section 7.5 Regulations

Article 8 Notices
Section 8.1 Notices 8
Section 8.2 Waivers 8

Article 9 Miscellaneous
Section 9.1 Facsimile Signatures 9
Section 9.2 Corporate Seal 9
Section 9.3 Reliance upon Books, Reports and Records 9
Section 9.4 Fiscal Year 9
Section 9.5 Time Periods 9

Article 10  Amendments
Section 10.1 Amendments

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                               ARTICLE ONE-OFFICES

Section 1.1 Principal Office

The principal executive office of the corporation shall be such location as
deemed necessary from time to time by the Board of Directors.

<PAGE>

Section 1.2 Other Offices

The corporation may also have such other offices, either within or without the
State of Nevada, as the Board of Directors may from time to time determine or
the business of the corporation may require.

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                            ARTICLE II--SHAREHOLDERS

Section 2.1 Annual Meeting

An annual meeting of the shareholders, for the selection of directors to succeed
those whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at the principal office of the
corporation on the second Monday of January or, if such date shall fall on a
holiday, the next business day thereafter. The Board of Directors may change the
date or elect to have no annual meeting for a particular year. If the election
of directors is not held on the day designated for any annual meeting of the
shareholders or at any adjournment of the meeting, the Board of Directors shall
call for the election to be held at a special meeting of the Shareholders as
soon thereafter as possible.

Section 2.2 Special Meetings

Special meetings of the shareholders, for any purpose or purposes prescribed in
the notice of the meeting, may be called by the Board of Directors, the
president, the chief executive officer, or the holders of not less than
one-tenth of all the shares entitled to vote at the meeting, and shall be held
at such place, on such date, and at such time as they or he shall fix.

Section 2.3 Notice of Meetings

Written notice of the place, date and time of all meetings of the shareholders
shall be given, not less than ten nor more than fifty days before the date on
which the meeting is to be held, to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or required by law (meaning, here
and hereinafter, as required from time to time by the corporation statutues of
the State of Nevada, as contained in Chapter 78 of Nevada Revised Statutes, or
the Articles of Incorporation).

When a meeting is adjourned to another place, date or time, written notice need
not be given of the adjourned meeting if the place, date and time thereof are
announced at the meeting at which the adjournment is taken; provided, however,
that if the date of any adjourned meeting is more than thirty days after the
date for which the meeting was originally noticed, or if a new record date is
fixed for the adjourned meeting, written notice of the place, date, and time of
the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting, any business may be transacted which might have been transacted at the
original meeting.

<PAGE>

Section 2.4 Quorum

At any meeting of the shareholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law. If a quorum
shall fail to attend any meeting, the chairman of the meeting or the holders of
a majority of the shares of the stock entitled to vote who are present, in
person or by proxy, may adjourn the meeting to another place, date or time. If a
notice of any adjourned special meeting of shareholders is sent to all
shareholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.

Section 2.5 Organization

Such person as the Board of Directors may have designated or, in the absence of
such a person, the highest ranking officer of the corporation who is present
shall call to order any meeting of the shareholders and act as chairman of the
meeting. In the absence of the Secretary of the corporation, the secretary of
the meeting shall be the person the chairman appoints.

Section 2.6 Conduct of Business

The chairman of any meeting of shareholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.

Section 2.7 Proxies and Voting

At any meeting of the shareholders, every shareholder entitled to vote may vote
in person or by proxy authorized by an instrument in writing filed in accordance
with the procedure established for the meeting.

Each shareholder shall have one vote for every share of stock entitled to vote
which is registered in his name on the record date for the meeting, except as
otherwise provided herein or required by law.

All voting, except on the election of directors and where otherwise required by
law, may be by a voice vote; provided, however, that upon demand therefor by a
shareholder entitled to vote or his proxy, a stock vote shall be taken. Every
stock vote shall be taken by ballots, each of which shall state the name of the
shareholder or proxy voting and such other information as may be required under
the procedure established for the meeting. Every vote taken by ballots shall be
counted by an inspector or inspectors appointed by the chairman of the meeting.

If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders, unless the vote of a greater number or voting by
class is required by law, the Articles of Incorporation, or these By-laws.

<PAGE>

Section 2.8 Shareholder Action By Written Consent

Any action which may be taken at a meeting of the Shareholders may be taken by
written consent without a meeting if such action is taken in conformance with
the Nevada Corporations Code.

Section 2.9 Stock List

A complete list of shareholders entitled to vote at any meeting of shareholders,
arranged in alphabetical order for each class of stock and showing the address
of each such shareholder and the number of shares registered in his name, shall
be open to the examination of any such shareholder, for any purpose germane to
the meeting, during ordinary business hours for a period of at least ten (10)
days prior to the meeting, either at a place within the city where the meeting
is to be held, which place shall be specified in the notice of the meeting, or
if not so specified, at the place where the meeting is to be held. The Stock
list shall also be kept at the place of the meeting during the whole time
thereof and shall be open to the examination of any such shareholder who is
present. This list shall presumptively determine the identity of the
shareholders entitled to vote at the meeting and the number of shares held by
each of them.

Section 2.10 Meetings by Telecommunication

Any meeting of the shareholders may be conducted through the use of any means of
communication which allows persons participating in the meeting to hear one
another.

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                         ARTICLE III--BOARD OF DIRECTORS

Section 3.1 Number and Term of Office

The Board of Directors shall consist of a minimum of one director. Each director
shall be selected for a term of one year and until his successor is elected and
qualified, except as otherwise provided herein or required by law. Whenever the
authorized number of directors is increased between annual meetings of the
shareholders, a majority of the directors then in office shall have the power to
elect such new directors for the balance of a term and until their successors
are elected and qualified. Any decrease in the authorized number of directors
shall not become effective until the expiration of the term of the directors
then in office unless, at the time of such decrease, there shall be vacancies on
the board which are being eliminated by the decrease.

Section 3.2 Vacancies

Vacancies in the board of directors may be filled by a majority vote of the
remaining directors, though less than a quorum, by a sole remaining director, or
by the shareholders. Each director so elected shall hold office until a
successor is elected at an annual or a special meeting of the shareholders.
A vacancy in the board of directors shall be deemed to exist in case of the
death, resignation or removal of any director; if the authorized number of
directors is increased; or if the shareholders fail to elect the full authorized
number of directors.

<PAGE>

The shareholders may elect a director at any time to fill any vacancy 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 shareholders
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 the director's term of office.

Section 3.3 Regular Meetings

Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.

Section 3.4 Special Meetings

Special meetings of the Board of Directors may be called by one-third of the
directors then in office or by the chief executive officer and shall be held at
such place, on such date and at such time as they or he shall fix. Notice of the
place, date and time of each such special meeting shall be given by each
director by whom it is not waived by mailing written notice not less than three
days before the meeting or by telegraphing the same not less than eighteen hours
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.

Section 3.5 Quorum

At any meeting of the Board of Directors, a majority of the total number of the
whole board shall constitute a quorum for all purposes. If a quorum shall fail
to attend any meeting, a majority of those present may adjourn the meeting to
another place, date or time, without further notice or waiver thereof.

Section 3.6 Participation in Meetings by Conference Telephone

Members of the Board of Directors or of any committee thereof, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment that enables all persons participating in the
meeting to hear each other. Such participation shall constitute presence in
person at such meeting.

Section 3.7 Conduct of Business

At any meeting of the Board of Directors, business shall be transacted in such
order and manner as the board may from time to time determine, and all matters
shall be determined by the vote of a majority of the directors present, except
as otherwise provided herein or required by law. Action may be taken by the
Board of Directors without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.

<PAGE>

Section 3.8 Powers

The Board of Directors may, except as otherwise required by law, exercise all
such powers and do all such acts and things as may be exercised or done by the
corporation, including, without limiting the generality of the foregoing, the
unqualified power:

(a) To declare dividends from time to time in accordance with law;

(b) To purchase or otherwise acquire any property, rights or privileges on such
terms as it shall determine;

(c) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;

(d) To remove any officer of the corporation with or without cause, and from
time to time to devolve the powers and duties of any officer upon any other
person for the time being;

(e) To confer upon any officer of the corporation the power to appoint, remove
and suspend subordinate officers and agents;

(f) To adopt from time to time such stock option, stock purchase, bonus or other
compensation plans for directors, officers and agents of the corporation and its
subsidiaries as it may determine;

(g) To adopt from time to time such insurance, retirement and other benefit
plans for directors, officers and agents of the corporation and its subsidiaries
as it may determine; and

(h) To adopt from time to time regulations, not inconsistent with these By-laws,
for the management of the corporation's business and affairs.

Section 3.9 Compensation of Directors

Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.

Section 3.10 Interested Directors

No contract or transaction between the corporation and one or more of its
directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers, are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board or
committee which authorizes the contract or transaction, or solely because his or
their votes are counted for such purpose, if; The material facts as to his
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
The material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the shareholders entitled to vote
thereon, and the contract or transaction is specifically approved in good faith
by vote of the shareholders; or The contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by the Board
of Directors, a committee or the shareholders.

<PAGE>

Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

Section 3.11 Loans

The corporation shall not lend money to or use its credit to assist its
officers, directors or other control persons without authorization in the
particular case by the shareholders, but may lend money to and use its credit to
assist any employee, excluding such officers, directors or other control persons
of the corporation or of a subsidiary, if such loan or assistance benefits the
corporation.

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                             ARTICLE IV--COMMITTEES

Section 4.1 Committees of the Board of Directors

The Board of Directors, by a vote of a majority of the whole board, may from
time to time designate committees of the board, with such lawfully powers and
duties as it thereby confers, to serve at the pleasure of the board and shall,
for those committees and any others provided for herein, elect a director or
directors to serve as the member or members, designating, if it desires, other
directors as alternative members who may replace any absent or disqualified
member at any meeting of the committee. Any committee so designated may exercise
the power and authority of the Board of Directors to declare a dividend or to
authorize the issuance of stock if the resolution which designates the committee
or a supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate
member in his place, the member or members of the committee present at the
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may by unanimous vote appoint another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.

Section 4.2 Conduct of Business

Each committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law. Adequate provisions shall be made for notice to
members of all meetings; a majority of the members shall constitute a quorum
unless the committee shall consist of one or two members, in which event one
member shall constitute a quorum; and all matters shall be determined by a
majority vote of the members present. Action may be taken by any committee
without a meeting if all members thereof consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of such
committee.

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                               ARTICLE V--OFFICERS

Section 5.1 Generally

The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary, a treasurer and such other subordinate officers as
may from time to time be appointed by the Board of Directors. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of shareholders. Each officer shall
hold his office until his successor is elected and qualified or until his
earlier resignation or removal. Any number of offices may be held by the same
person.

<PAGE>

Section 5.2 President

The President shall be the chief executive officer of the corporation, except as
set forth in Section 5.6 of this Article. Subject to the provisions of these
By-laws and to the direction of the Board of Directors, he shall have the
responsibility for the general management and control of the affairs and
business of the corporation and shall perform all duties and have all powers
which are commonly incident to the office of chief executive or which are
delegated to him by the Board of Directors. He shall have power to sign all
stock certificates, contracts and other instruments of the corporation which are
authorized. He shall have general supervision and direction of all of the other
officers and agents of the corporation.

Section 5.3 Vice-president

Each vice-president shall perform such duties as the Board of Directors shall
prescribe. In the absence or disability of the President, the vice-president who
has served in such capacity for the longest time shall perform the duties and
exercise the powers of the President.

Section 5.4 Treasurer

The treasurer shall have the custody of the monies and securities of the
corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.

Section 5.5 Secretary

The secretary shall issue all authorized notices for, and shall keep minutes of,
all meetings of the shareholders and the Board of Directors and shall have
charge of the corporate books.

Section 5.6 General Manager

The Board of Directors may employ and appoint a general manager who may, or may
not, be one of the officers or directors of the corporation. If employed by the
Board of Directors he shall be the chief operating officer of the corporation
and, subject to the directions of the Board of Directors, shall have general
charge of the business operations of the corporation and general supervision
over its employees and agents. He shall have the exclusive management of the
business of the corporation and of all of its dealings, but at all times subject
to the control of the Board of Directors. Subject to the approval of the Board
of Directors or a committee, he shall employ all employees of the corporation,
or delegate such employment to subordinate officers, or division officers, or
division chiefs, and shall have authority to discharge any person so employed.
He shall make a report to the President and directors quarterly, or more often
if required to do so, setting forth the results of the operations under his
charge, together with suggestions regarding the improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors shall require.

<PAGE>

Section 5.7 Delegation of Authority

The Board of Directors may, from time to time, delegate the powers or duties of
any officer to any other officers or agents, notwithstanding any provision
hereof.

Section 5.8 Removal

Any officer of the corporation may be removed at any time, with or without
cause, by the Board of Directors.

Section 5.9 Action with Respect to Securities of Other Corporation

Unless otherwise directed by the Board of Directors, the president shall have
power to vote and otherwise act on behalf of the corporation, in person or by
proxy, at any meeting of shareholders of or with respect to any action of
shareholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such other
corporation.

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                    ARTICLE VI--INDEMNIFICATION OF DIRECTORS,
                               OFFICERS AND OTHERS

Section 6.1 Generally

The corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or items equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was lawful.

<PAGE>

The corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorney's fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.

Section 6.2 Expenses

To the extent that a director, officer, employee or agent of the corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 6.1 of this Article, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided in Section 6.3 of this Article upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.

Section 6.3 Determination by Board of Directors

Any indemnification under Section 6.1 of this Article (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Section 6.1 of this Article. Such determination shall be
made by the Board of Directors by a majority vote of a quorum of the directors,
or by the shareholders.

Section 6.4 Non-exclusive Right

The indemnification provided by this Article shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any by-law,
agreement, vote of shareholders or interested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

Section 6.5 Insurance

The corporation shall have power to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article. The corporation's indemnity
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall be reduced by any amounts such person
may collect as indemnification (i) under any policy of insurance purchased and
maintained on his behalf by the corporation or (ii) from such other corporation,
partnership, joint venture, trust or other enterprise.

<PAGE>

Section 6.6 Violation of Law

Nothing contained in this Article, or elsewhere in these By-laws, shall operate
to indemnify any director or officer if such indemnification is for any reason
contrary to law, either as a matter of public policy, or under the provisions of
the Federal Securities Act of 1933, the Securities Exchange Act of 1934, or any
other applicable state or federal law.

Section 6.7 Coverage

For the purposes of this Article, references to "the corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a director,
officer, employee or agent of such a constituent corporation or is or was
serving at the request of such a constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise shall stand in the same position under the provisions of this
Article with respect to the resulting or surviving corporation as he would if he
had served the resulting or surviving corporation in the same capacity.

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                               ARTICLE VII--STOCK

Section 7.1 Certificates of Stock

Each shareholder shall be entitled to a certificate signed by, or in the name of
the corporation by, the President or a vice-president, and by the secretary or
an assistant secretary, or the treasurer or an assistant treasurer, certifying
the number of shares owned by him. Any of or all the signatures on the
certificate may be facsimile.

Section 7.2 Transfers of Stock

Transfers of stock shall be made only upon the transfer books of the corporation
kept at an office of the corporation or by transfer agents designated to
transfer shares of the stock of the corporation. Except where a certificate is
issued in accordance with Section 7.4 of this Article, an outstanding
certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor.

<PAGE>

Section 7.3 Record Date

The Board of Directors may fix a record date, which shall not be more than fifty
nor less than ten days before the date of any meeting of shareholders, nor more
than fifty days prior to the time for the other action hereinafter described, as
of which there shall be determined the shareholders who are entitled: to notice
of or to vote at any meeting of shareholders or any adjournment thereof; to
express consent to corporate action in writing without a meeting; to receive
payment of any dividend or other distribution or allotment of any rights; or to
exercise any rights with respect of any change, conversion or exchange of stock
or with respect to any other lawful action.

Section 7.4 Lost, Stolen or Destroyed Certificates

In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

Section 7.5 Regulations

The issue, transfer, conversion and registration of certificates of stock shall
be governed by such other regulations as the Board of Directors may establish.

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                              ARTICLE VIII--NOTICES

Section 8.1 Notices

Whenever notice is required to be given to any shareholder, director, officer,
or agent, such requirement shall not be construed to mean personal notice. Such
notice may in every instance be effectively given by depositing a writing in a
post office or letter box, in a postpaid, sealed wrapper, or by dispatching a
prepaid telegram, addressed to such shareholder, director, officer, or agent at
his or her address as the same appears on the books of the corporation. The time
when such notice is dispatched shall be the time of the giving of the notice.

Section 8.2 Waivers

A written waiver of any notice, signed by a shareholder, director, officer or
agent, whether before or after the time of the event for which notice is given,
shall be deemed equivalent to the notice required to be given to such
shareholder, director, officer or agent. Neither the business nor the purpose of
any meeting need be specified in such a waiver.

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                            ARTICLE IX--MISCELLANEOUS

Section 9.1 Facsimile Signatures

In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these By-laws, facsimile signatures of any officer or
officers of the corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

<PAGE>

Section 9.2 Corporate Seal

The Board of Directors may provide a suitable seal, containing the name of the
corporation, which seal shall be in the charge of the secretary. If and when so
directed by the Board of Directors or a committee thereof, duplicates of the
seal may be kept and used by the treasurer or by the assistant secretary or
assistant treasurer.

Section 9.3 Reliance upon Books, Reports and Records

Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation, including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.

Section 9.4 Fiscal Year

The fiscal year of the corporation shall be as fixed by resolution of the Board
of Directors.

Section 9.5 Time Periods

In applying any of these By-laws which require that an act be done or not done a
specified number of days prior to any event or that an act be done during a
period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded and the day of the event
shall be included.

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                              ARTICLE X--AMENDMENTS

Section 10.1 Amendments

These By-laws, or any portion hereof, may be amended or repealed by the Board of
Directors at any meeting or by the shareholders at any meeting.

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CERTIFICATE OF SECRETARY

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned does hereby certify that the undersigned is the secretary
of Reality Interactive, Inc., a corporation duly organized and existing under
and by virtue of the laws of the State of Nevada; that the above and foregoing
By-laws of said corporation were duly adopted as such by the Board of Directors
of said corporation; and that the above and foregoing By-laws are now in full
force and effect.

<PAGE>

Effective the January 2, 2004.


/s/ Dean Becker, Secretary

Approved and Accepted:


/s/
-------------------------
Dean Becker, President
</TEXT>
</DOCUMENT>
