2.2 Annual Meetings. Annual meetings of the Shareholders shall be held at a time and place fixed by the Board of Directors. At the annual meeting, the Shareholders shall elect Directors and transact any other business that may properly be brought before the meeting. Nomination and election of Directors must be transacted pursuant to the notice and other requirements set forth in Section 2.16. All other business must be transacted pursuant to the notice and other requirements set forth in Section 2.17.

2.3 Special Meetings. Special meetings of the Shareholders may be called only by a majority of the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President of the Corporation; and the Secretary shall issue a notice to all Shareholders of the time, date, and place of the meeting. The notice shall state the purpose or purposes of the proposed meeting. Business transacted at special meetings shall be confined to the purposes stated in the notice of the meeting.

2.4 Notice. Written or printed notice shall state the place, day, and hour of any Shareholders' meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered in person or by mail, private courier, facsimile transmission, e-mail, telegraph, or other form of wire or wireless communication not less than ten nor more than sixty days before the date of the meeting, by or at the direction of the President, Secretary, Officer, or other person calling the meeting, to each Shareholder of record entitled to vote at the meeting.

If requested by the person or persons lawfully calling the meeting, the Secretary shall give notice of the meeting at corporate expense. No notice need be sent to any Shareholder to whom notice of two consecutive annual meetings and all notices of meetings or of the taking of action by written consent during the period between those two consecutive annual meetings shall have been mailed to the last known address of the Shareholder and have been returned as undeliverable until another address for the Shareholder is provided to the Corporation by the Shareholder. In order to be entitled to receive notice of any meeting, a Shareholder shall advise the Corporation in writing of any change in the Shareholder's mailing address as shown on the Corporation's current record of Shareholders. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, to the Shareholder at his or her address as it appears on the Corporation's current record of Shareholders. When a meeting is adjourned to another date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place of the meeting is announced before adjournment of the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business that may have been transacted at the original meeting. If the adjournment is for more than 120 days, or if a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting shall be given to each Shareholder of record entitled to vote at the meeting as of the new record date.

2.5 Waiver of Notice. A Shareholder may waive notice of a meeting before or after the time and date of the meeting by a writing signed by the Shareholder. This waiver shall be delivered to the Corporation for filing with the corporate records. Further, by attending a meeting either in person or by proxy, a Shareholder waives objection to lack of notice or defective notice of the meeting unless the Shareholder objects at the beginning of the meeting to the holding of the meeting or the transaction of business at the meeting because of lack of notice or defective notice. By attending the meeting, the Shareholder also waives any objection to consideration at the meeting of a particular matter within the purpose or purposes described in the meeting notice unless the Shareholder objects to considering the matter when it is presented.

2.6 Record Date. The Board of Directors may fix in advance a record date for the purpose of determining Shareholders entitled to (a) notice of or to vote at a meeting of Shareholders; (b) receive distributions or share dividends; or (c) take any other action; and the record date shall not be less than ten nor more than sixty days prior to the meeting, or the Board of Directors may close the stock transfer books for this purpose for a period of not less than ten nor more than sixty days prior to the meeting. In the absence of any action by the Board of Directors, the date upon which the notice of the meeting is sent to the Shareholders, or the date on which the Board adopted a resolution providing for a distribution, if that occurs, shall be the record date. When a determination of Shareholders entitled to vote at any meeting of Shareholders is made as provided in this Section, the determination shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date, and the Board must do so if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. Notwithstanding the above, the record date for determining the Shareholders entitled to take action without a meeting or entitled to be given notice of action taken without a meeting shall be the date a writing upon which the action is taken is first received by the Corporation. The record date for determining Shareholders entitled to demand a special meeting shall be the date of the earliest of any of the demands pursuant to which the meeting is called.

2.7 List of Shareholders. The Officer or agent of the Corporation having charge of the stock transfer ledger for shares of the Corporation shall make, at least ten days before each meeting of the Shareholders, a complete list of the Shareholders entitled to vote at the meeting or any adjournment of a meeting arranged by voting groups and, within each group by class or series of shares, and shall be in alphabetical order, with the address of and the number of voting shares held by each. This list shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours for a period of ten days prior to the meeting or two days after notice is given, and continuing through the meeting and any adjournment of the meeting. The original stock transfer books shall be prima facie evidence of the Shareholders entitled to examine the list or transfer books or to vote at any meeting of Shareholders. Any Shareholder or Shareholder's agent or attorney may copy the list during regular business hours and during the period it is available for inspection, provided that the Shareholder has been a Shareholder for at least three months immediately preceding the demand or holds at least five percent of all outstanding shares of any class of shares as of the date of the demand. Any inspection requested hereunder may be denied to a Shareholder upon his refusal to furnish the Corporation an affidavit that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the Corporation and that the Shareholder has not at any time sold or offered for sale any list of stockholders of any other corporation or aided or abetted any person in procuring any such record of stockholders for any such purpose.

2.9 Quorum. A majority of the votes entitled to be cast on a matter by a voting group shall constitute a quorum of that voting group for action on the matter. The holders of a majority of the issued and outstanding shares that are entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by the Nevada Private Corporations Act ("the Act"). If, however, a quorum is not present or represented at any meeting of the Shareholders, the Shareholders entitled to vote, represented in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. When any adjourned meeting is reconvened and a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. Once a quorum is constituted, the Shareholders present or represented by proxy at a meeting may continue to transact business until adjournment, notwithstanding the subsequent withdrawal from the meeting of a number of Shareholders which leaves less than a quorum.

2.11 Proxy. Each Shareholder shall, at every meeting of the Shareholders, be entitled to vote in person or by proxy for each share having voting power held by the Shareholder. A Shareholder or his duly authorized attorney-in-fact may appoint a proxy by signing a writing authorizing another person or persons to act for him as proxy or by transmitting or authorizing the transmission of an electronic record to the person who will be the holder of the proxy or to a firm which solicits proxies or like agent who is authorized by the proxy to receive the transmission, or to the corporation. The transmitted record shall set forth or be transmitted with written evidence from which it can be determined that the Shareholder transmitted or authorized the appointment. Any copy, electronic transmission or other reliable reproduction of the proxy or electronic record (each a "proxy") may be substituted for the original record if it is a complete copy, communication or reproduction of the entire original. Every proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Each proxy is effective when received by the Corporation and is valid for eleven months from the date of its execution unless otherwise provided in the proxy.

Revocation of a proxy does not affect the right of the Corporation to accept the proxy's authority unless (a) the Corporation had notice that the appointment was coupled with an interest and notice that the interest has been extinguished is received by the Secretary or other Officer or agent authorized to tabulate votes before the proxy exercises the authority granted in the appointment or (b) other notice of the revocation of the appointment is received by the Secretary or other Officer or agent authorized to tabulate votes before the proxy exercises the authority granted in the appointment. Other notice of revocation may, in the discretion of the Corporation, be deemed to include the appearance at a Shareholders' meeting of the Shareholder who granted the proxy and the Shareholder voting in person on any matter subject to a vote at the meeting.

The Corporation shall not be required to recognize an appointment as irrevocable if it has received a writing revoking the appointment signed by the Shareholder (including a Shareholder who is a successor to the Shareholder who granted the proxy) either personally or by his or her attorney-in-fact, notwithstanding that the revocation may be a breach of an obligation of the Shareholder to another person not to revoke the appointment.

2.12 Voting Of Shares. Each Shareholder shall be entitled to one vote for each outstanding share owned by the Shareholder, regardless of class, except to the extent that the voting rights of the shares of any class or classes are expanded, limited or denied by the Articles of Incorporation or the Certificate of Designation governing such shares and as permitted by the Act. Cumulative voting shall not be permitted in the election of Directors or for any other purpose.

2.13 Corporation's Acceptance Of Votes. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a Shareholder, the Corporation, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as the act of the Shareholder. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a Shareholder, the Corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and to give it effect as the act of the Shareholder if:

2.14 Action By Written Consent. Any action required or permitted to be taken at any meeting of the Shareholders may be taken without a meeting if a written consent sets forth the action taken by the Shareholders and is signed by persons representing a majority of the Shares entitled to vote on the subject matter and the written consent is received by the Corporation. The consent shall have the same force and effect as a majority vote of the Shares entitled to vote at a meeting of the Shareholders and may be so stated in any document. Action taken under this Section is effective as of the date the last writing necessary to effect the action is received by the Corporation, unless all of the writings specify a different effective date, in which case the specified date shall be the effective date for the action. If enough Shareholders revoke their consent to bring the total number of Shares entitled to vote that are voting on the matters in the consent to less than a majority prior to what would otherwise be the effective date, the action proposed in the consent shall be invalid. The record date for determining Shareholders entitled to vote without a meeting is the date the Corporation first receives a writing upon which the action is taken.

Any Shareholder who has signed a document describing and consenting to the action taken pursuant to this Section may revoke the consent in a document signed by the Shareholder that describes the action and that states that the Shareholder's prior consent to the action is revoked, but the revocation shall be effective only if the writing is received by the Corporation before the effective date of the action. Any and all written consents signed by a Shareholder and returned to the Corporation by facsimile transmission shall have the same force and effect as an original signature.

2.15 Meetings By Conference Telephone. Shareholders may, at their own expense, participate in and hold meetings of Shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting shall constitute presence in person at the meeting and waive notice of the meeting, except where a person participates in the meeting for the express purpose of objecting to the transactions of any business on the ground that the meeting is not lawfully called or convened.

2.16 Advance Notice Of Director Nominations. Only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors of the corporation, except as may be otherwise provided in the Articles of Incorporation with respect to the right of holders of preferred stock of the corporation to nominate and elect a specified number of Directors in certain circumstances. To be properly brought before an annual meeting, meeting of Shareholders, or any special meeting of Shareholders called for the purpose of electing Directors, nominations for the election of Director must be (a) specified in the notice of meeting (or any supplement thereto), (b) made by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) made by any Shareholder of the corporation (i) who is a Shareholder of record on the date of the giving of the notice provided for in this Section 2.16 and on the record date for the determination of Shareholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this Section 2.16.

In addition to any other applicable requirements, for a nomination to be made by a Shareholder, such Shareholder must have given timely notice thereof in proper written form to the Secretary of the corporation. To be timely, a Shareholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the corporation (a) in the case of an annual meeting, not less than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of Shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the Shareholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of Shareholders called for the purpose of electing Directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

as to each person whom the Shareholder proposes to nominate for election as a Director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and

as to the Shareholder giving the notice (i) the name and record address of such Shareholder, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially or of record by such Shareholder, (iii) a description of all arrangements or understandings between such Shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such Shareholder, (iv) a representation that such Shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such Shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a Director if elected. No person shall be eligible for election as a Director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.16. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

2.17 Advance Notice Of Shareholder Business. To be properly brought before an annual meeting, any business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a Shareholder (i) who is a Shareholder of record on the date of the giving of the notice provided for in this Section 2.17 and on the record date for the determination of Shareholders entitled to vote at such annual meeting and (ii) who complies with the notice procedures set forth in this Section 2.17. For such nominations or other business to be considered properly brought before the meeting by a Shareholder such Shareholder must, in addition to any other applicable requirements, have given timely notice and in proper form of such Shareholder's intent to bring such business before such meeting. To be timely, such Shareholder's notice must be delivered to or mailed and received by the Secretary of the corporation at the principal executive offices of the corporation not less than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the Shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure made, whichever occurs first. To be in proper form, a Shareholder's notice to the Secretary shall set forth:

No business shall be conducted at the annual meeting of Shareholder except business brought before the annual meeting in accordance with the procedures set forth in this Section; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.17 shall be deemed to preclude discussion by any Shareholder of any such business. The chairman of the meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedure.

3.1 Number Of Directors. The number of Directors of the Corporation shall be no less than one and no more than ten. The number of Directors may be increased or decreased from time to time by the Board of Directors within this range, or the Board of Directors may amend these Bylaws to increase the number of Directors of the Corporation, but no decrease shall have the effect of reducing the term of any incumbent Director. Directors shall be elected at the annual meeting of the Shareholders, as provided in the Articles of Incorporation and these Bylaws, except as provided in Section 3.2 below, and each Director shall hold office until a successor is elected and qualified. Directors need not be Shareholders of the Corporation or residents of the State of Nevada.

3.2 Vacancies. Notwithstanding the fact that the remaining Directors may constitute less than a quorum of the Board of Directors as fixed by Section 3.9 of these Bylaws, the affirmative vote of a majority of the remaining Directors may fill any vacancy occurring in the Board of Directors and, during the period between any two successive annual meetings of the Shareholders, may fill any directorships resulting from an increase in the number of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. A directorship to be filled by reason of an increase in the number of Directors may be filled by the Board of Directors for a term of office continuing only until the next election of one or more Directors by the Shareholders. Any directorship to be filed by reason of an increase in the number of Directors may also be filled by election at an annual meeting or at a special meeting of Shareholders called for that purpose. Any Director may resign from office at any time by giving written notice of resignation to the Corporation, and shall take effect upon receipt by the Corporation unless the notice specifies a later date. Any Director may be removed from office only at any annual meeting of Shareholders at which meeting such Director is scheduled to stand for re-election, or any special meeting called for this purpose, for or without cause, though his or her term may not have expired in the case of a special meeting.

3.3 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, who may exercise all powers of the Corporation and do all lawful acts and things that are not, by the Act, the Articles of Incorporation, or by these Bylaws, directed or required to be exercised or done by the Shareholders. The term "Director," as used throughout these Bylaws, shall expressly exclude Advisory Directors, unless specifically indicated otherwise.

3.8 Notice. Notice of any special meeting shall be given at least 48 hours prior to the meeting by written notice either personally delivered to each Director or mailed to each Director at his or her business address, or by notice transmitted by telegraph, telex, facsimile transmission, e-mail, or other form of wire or wireless communication. If mailed, the notice shall be deemed to be given and to be effective on the earlier of (a) three days after the notice is deposited in the United States mail, properly addressed, with postage prepaid; or (b) the date shown on the return receipt, if mailed by registered or certified mail return receipt requested. If notice is given by telex, facsimile transmission, e-mail, or other similar form of wire or wireless communication, the notice shall be deemed to be given and to be effective when sent, and with respect to a telegram, the notice shall be deemed to be given and to be effective when the telegram is delivered to the telegraph company. If a Director has designated in writing one or more reasonable physical or mailing addresses, facsimile numbers, or e-mail addresses for delivery of notice to the Director, notice sent by mail, telegraph, telex, facsimile transmission, e-mail, or other form of wire or wireless communication shall not be deemed to have been given or to be effective unless sent to at least one of either the physical or mailing address, facsimile numbers, or e-mail addresses, as the case may be.

3.9 Quorum. At all meetings of the Board of Directors, the presence of a majority of the number of Directors fixed by the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the affirmative vote of at least a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Act, the Articles of Incorporation, or these Bylaws. If a quorum is not present at any meeting of Directors, the Directors present at the meeting may adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum is present.

3.12 Committees. By resolution adopted by a majority of all the Directors in office when the action is taken, the Board of Directors may designate from among its members an executive committee and one or more other committees, and appoint one or more members of the Board of Directors to serve on them. To the extent provided in the resolution, each committee shall have all the authority of the Board of Directors, except that no committee shall have the authority to:

authorize or approve the issuance or sale of shares, or contract for the sale of shares, or determine the designations and relative rights, preferences, and limitations of a class or series of shares, except that the Board of Directors may authorize a committee or Officer to do so within limits specifically prescribed by the Board of Directors. The committee shall then have full power within the limits set by the Board of Directors to adopt any final resolution setting forth all preferences, limitations, and relative rights of the class or series and to authorize an amendment of the Articles of Incorporation stating the preferences, limitations, and relative rights of a class or series for filing with the Secretary of State under the Act.

3.13 Compensation Of Directors. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors; provided that nothing contained in these Bylaws shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation for this service.

3.14 Action By Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee may be taken without a meeting if a written consent, setting forth the action so taken, is signed by all of the members of the Board of Directors or committee, and the consent shall have the same force and effect as a majority vote at a meeting, and this may be stated as such in any document or instrument filed with the Secretary of State. Any and all written consents signed by a Director and returned to the Corporation by facsimile transmission shall have the same force and effect as an original signature.

3.15 Meetings By Conference Telephone. Members of the Board of Directors or members of any committee designated by the Board of Directors may participate in and hold a meeting of the Board or committee by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting and waiver of notice of the meeting, except where a person participates in the meeting for the express purpose of objecting to the transactions of any business on the ground that the meeting is not lawfully called or convened.

3.16 Standard Of Care. A Director shall perform his or her duties as a Director and as a member of any committee of the Board in good faith, in a manner the Director reasonably believes to be in the best interests of the Corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. In performing his or her duties, a Director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by the persons designated by the Board of Directors or by these Bylaws; however, the Director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause reliance on the information or documents to be unwarranted. A Director shall not be liable to the Corporation or its Shareholders for any action he or she takes or omits to take as a Director if, in connection with the action or omission, the Director performs his or her duties in compliance with this Section. The designated persons on whom a Director is entitled to rely are (a) one or more Officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented, (b) legal counsel, public accountant, or other person as to matters that the Director reasonably believes to be within the person's professional or expert competence, or (c) a committee of the Board of Directors on which the Director does not serve if the Director reasonably believes the committee merits confidence.

4.1 Form Of Notice. Whenever, under the provisions of the Act, the Articles of Incorporation, or these Bylaws, notice is required to be given to any Director or Shareholder, and no provision is made as to how the notice shall be given, it shall not be construed to mean personal notice, but any notice may be given in writing by mail, postage prepaid, and addressed to the Director or Shareholder at the address that appears on the books of the Corporation, or sent by facsimile transmission to the facsimile number that appears for that Director or Shareholder on the books of the Corporation, or sent by e-mail if the Director or Shareholder has provided the Corporation with an e-mail address. Any notice required or permitted to be given by mail shall be deemed to be delivered when deposited in the United States mail, postage prepaid, and addressed to the Director or Shareholder as stated above.

5.1 In General. The Officers of the Corporation shall be elected by the Board of Directors and shall include at least a President, a Secretary, and a Treasurer. The Board of Directors may also, if it chooses to do so, elect a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers, all of whom shall also be Officers. Two or more offices may be held by the same person, and Officers need not be Directors of the Corporation. In all cases where the duties of any Officer, agent, or employee are not prescribed by the Bylaws or by the Board of Directors, the Officer, agent, or employee shall follow the orders and instructions of the President or Chairman of the Board of Directors of the Corporation.

5.2 Election. The Board of Directors, at its first meeting after the annual meeting of the Shareholders, shall elect the Officers of the Corporation as described above. The Board of Directors may appoint other Officers and agents as it shall deem necessary and may determine the salaries of all Officers and agents from time to time. The Officers shall hold office until their successors are chosen and qualified or an Officer resigns. Any Officer elected or appointed by the Board of Directors may be removed by majority vote of the Board whenever, in its judgment, the best interests of the Corporation will be served. Election or appointment of an Officer or agent shall not of itself create contract rights.

5.3 Vacancies. A vacancy in any office, however occurring, may be filled by the Board of Directors, or by the Officer or Officers authorized by the Board, for the unexpired portion of the Officer's term. If an Officer resigns and the resignation is made effective at a later date, the Board of Directors, or Officer or Officers authorized by the Board, may permit the Officer to remain in office until the effective date and may fill the pending vacancy before the effective date if the Board of Directors or Officer or Officers authorized by the Board provide that the successor shall not take office until the effective date. In the alternative, the Board of Directors, or Officer or Officers authorized by the Board of Directors, may remove the Officer at any time before the effective date and may fill the resulting vacancy.

5.5 Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the Shareholders and the Board of Directors unless a Chairman has been elected and shall have responsibility for the general and active management business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer shall execute all contracts, mortgages, conveyances or other legal instruments on behalf of the Corporation in the ordinary course of business.

5.7 Vice Presidents. The Vice President or, if there are more than one, the Vice Presidents, in the order of their seniority or in any other order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall generally assist the President and perform any other duties that the Board of Directors prescribes.

prepare and maintain as permanent records the minutes of the proceedings of the Shareholders and the Board of Directors, a record of all actions taken by the Shareholders or Board of Directors without a meeting, a record of all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation, and a record of all waivers of notice of meetings of Shareholders and of the Board of Directors or any Board committee;

keep at the Corporation's registered office or principal place of business a record containing the names and addresses of all Shareholders in a form that permits preparation of a list of Shareholders arranged by voting group and by class or series of shares within each voting group that is alphabetical within each class or series and that shows the address and the number of shares of each class or series held by each Shareholder, unless this record is kept at the office of the Corporation's transfer agent or registrar;

maintain at the Corporation's principal office the originals or copies of the Corporation's Articles of Incorporation, Bylaws, minutes of all Shareholders' meetings and records of all action taken by Shareholders without a meeting for the past three years, all written communications within the past three years to Shareholders as a group or to the holders of any class or series of shares as a group, a list of the names and business addresses of the current Directors and Officers, a copy of the Corporation's most recent corporate report filed with the Secretary of State, and financial statements showing in reasonable detail the Corporation's assets and liabilities and results of operations for the last three years;

5.10 Treasurer. The Treasurer shall be the principal financial Officer of the Corporation, shall have the care and custody of all funds, securities, evidences of indebtedness, and other personal property of the Corporation, and shall deposit them in accordance with the instructions of the Board of Directors. The Treasurer shall receive and give receipts and acquittance for money paid in on account of the Corporation, and shall pay out of the Corporation's funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature upon maturity. The Treasurer shall perform all other duties incident to the office of the Treasurer and, upon request of the Board, shall make reports to the Board as may be required at any time. The Treasurer shall, if required by the Board, give the Corporation a bond in a sum and with the sureties that are satisfactory to the Board, conditioned upon the faithful performance of his or her duties and for the restoration to the Corporation of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or under his or her control that belong to the Corporation. The Treasurer shall have all other powers and perform all other duties that may from time to time be prescribed by the Board of Directors, the Chairman of the Board, or the President.

The Treasurer shall also be the principal accounting Officer of the Corporation. The Treasurer shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account as required by the Act, prepare and file all local, state, and federal tax returns, prescribe and maintain an adequate system of internal audit and prepare and furnish to the President and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations.

6.1 Certificates. The Board of Directors shall be authorized to issue any of its classes of shares with or without certificates. The fact that certain shares are not represented by certificates shall have no effect on the rights and obligations of Shareholders. If the shares are represented by certificates, the shares shall be represented by consecutively numbered certificates signed, either manually or by facsimile, in the name of the Corporation by one or more persons designated by the Board of Directors. In case any Officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an Officer before the certificate is issued, the certificate may nonetheless be issued by the Corporation with the same effect as if he or she were that Officer at the date of its issue. Certificates of stock shall be in a form and shall contain information consistent with law as shall be prescribed by the Board of Directors. If shares are not represented by certificates, within a reasonable time following the issue or transfer of the shares, the Corporation shall send the Shareholder a complete written statement of all of the information required to be provided to holders of uncertificated shares by the Act.

6.2 Consideration for Shares. Certificated or uncertificated shares shall not be issued until the shares represented by them are fully paid. The Board of Directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, each as permissible by the Act. The Board of Directors shall use its discretion to determine whether the consideration received or to be received by the Corporation is adequate for the shares issued as provided in the Act.

6.3 Lost Certificates. In case of the alleged loss, destruction, or mutilation of a certificate of stock, the Board of Directors may direct the issuance of a new certificate in place of that certificate upon the terms and conditions in conformity with the law as the Board may prescribe. The Board of Directors may in its discretion require an affidavit of lost certificate and/or a bond in a form and amount and with the surety that it may determine before issuing a new certificate.

6.4 Transfer of Shares. Shares of stock shall be transferable only on the books of the Corporation by the holder of the shares in person or by his or her duly-authorized attorney and, upon surrender to the Corporation or to the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled to it, cancel the old certificate, and record the transaction upon its books.

6.5 Restriction on Transfer. Any restrictions imposed by the Corporation on the sale, transfer, or other disposition of its shares must be copied at length or in summary form and placed conspicuously on the face of each certificate, or the back of each certificate with a notice of restriction on the face of each certificate, representing shares to which the restriction applies. The certificate may, however, also state on its face that a restriction exists pursuant to a specified document and that the Corporation will furnish a copy of the document to the holder of the certificate without charge upon written request to the Corporation at its principal place of business.

6.6 Registered Shareholders. The Corporation shall be entitled to recognize the holder of record of any share or shares of stock as the holder in fact of those shares and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in the share or shares on the part of any other person, regardless of whether it shall have express or other notice of the claim or interest, except as otherwise provided by law.

6.7 Transfer Agent, Registrars, and Paying Agents. The Board may, at its discretion, appoint one or more transfer agents, registrars, and agents for making payment upon any class of stock, bond, debenture, or other security of the Corporation. These agents and registrars may be located either within or outside Nevada. They shall have the rights and duties and shall be entitled to the compensation as may be approved by the Board of Directors or the President or Chairman.

7.1 Dividends. Dividends upon the outstanding shares of the Corporation, subject to the provisions of the Act and of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be declared and paid in cash, in property, or in shares of the Corporation, provided that all declarations and payments of dividends shall be in strict compliance with all applicable laws and the Articles of Incorporation. The Board of Directors may fix in advance a record date for the purpose of determining Shareholders entitled to receive payment of any dividend, and the record date shall be not more than sixty days prior to the payment date of the dividend, or the Board of Directors may close the stock transfer books for this purpose for a period of not more than sixty days prior to the payment date of the dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopts the resolution declaring the dividend shall be the record date.

7.4 Execution Of Instruments. When authorized by the Board of Directors or required by law, the President may execute, in the name of the Corporation, deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts, and other papers and instruments in writing, and, unless the Board of Directors shall order otherwise by resolution, may make any contracts that the ordinary conduct of the Corporation's business may require. These instruments shall require the signature of the President only, with no attestation required, unless the Board of Directors shall order otherwise by resolution. The Board of Directors may, in its discretion, determine the method and designate the signatory Officer or Officers, or other person or persons, to execute any corporate instrument or document, or to sign the corporate name without limitation, except where otherwise provided by law, and the execution or signature shall be binding upon the Corporation. The Board of Directors may also, in its discretion, authorize the use of a signature stamp for the Chairman, President, or any other Officer or Director of the Corporation, provided the Board prescribes safeguards against improper use that the Board believes are adequate. A signature stamp of an Officer or Director of the Corporation shall have the same force and effect as the original signature of the Officer or Director if the Officer or Director consents, either verbally or in writing, to the use of the signature stamp and a log and a file of all documents on which the stamp is used is maintained by the Corporation.

7.6 Interested Directors, Officers, and Shareholders. Any contract or other transaction between the Corporation and any of its Directors, Officers, or Shareholders (or any Corporation or firm in which any of them are directly or indirectly interested) shall be valid for all purposes, notwithstanding the presence of the Director, Officer, or Shareholder at the meeting authorizing the contract or transaction, or his or her participation in the meeting. This Section shall apply, however, only if the interest of each Director, Officer, or Shareholder is known or disclosed: (a) to the Board of Directors, and the Board nevertheless authorizes or ratifies the contract or transaction by a majority vote of the Directors present, counting the interested person, if a Director, in determining whether a quorum is present but not in calculating the majority necessary to carry the vote; or (b) to the Shareholders, and they nevertheless authorize or ratify the contract or transaction by a majority of the shares present, counting each interested person's shares entitled to vote for quorum and voting purposes. This Section shall not be construed to invalidate any contract or transaction that would be valid in its absence.

the term "Corporation" includes any domestic or foreign predecessor entity of the Corporation in a merger, consolidation, or other transaction in which the liabilities of the predecessor are transferred to the Corporation by operation of law and in any other transaction in which the Corporation assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Article;

the term "Director" means any person who is or was a director of the Corporation and any person who, while a director of the corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise;

8.2 Indemnity of Directors, Officers and Agents. The Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any proceeding by reason of the fact that he or she is or was or has agreed to become a Director or Officer of the Corporation or by reason of actions alleged to have been taken or omitted in such capacity or in any other capacity while serving as a Director or Officer.

The indemnification of Directors and Officers by the Corporation shall be to the fullest extent authorized or permitted by applicable law, as such law exists or may hereafter be amended (but only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior to the amendment). The indemnification of Directors and Officers shall be against all loss, liability and expense (including attorneys fees, costs, damages, judgments, fines, amounts paid in settlement and ERISA excise taxes or penalties) actually and reasonably incurred by or on behalf of a Director or Officer in connection with such action, suit or proceeding, including any appeals.

8.3 Advancement of Expenses. The expenses of Directors and Officers incurred as a party to any proceeding shall be paid by the Corporation as they are incurred and in advance of the final disposition of the proceeding; provided, however, that if applicable law so requires, the advance payment of expenses shall be made only upon receipt by the Corporation of an undertaking by or on behalf of the Director or Officer to repay all amounts as advanced in the event that it is ultimately determined by a final decision, order or decree of a court of competent jurisdiction that the director or officer is not entitled to be indemnified for such expenses under this Article VIII.

8.4 Enforcement. Any Director or Officer may enforce his or her rights to indemnification or advance payments for expenses in a suit brought against the Corporation if his or her request for indemnification or advance payments for expenses is wholly or partially refused by the Corporation or if there is no determination with respect to such request within 60 days from receipt by the Corporation of a written notice from the Director or Officer for such a determination. If a Director or Officer is successful in establishing in a proceeding his or her entitlement to receive or recover an advancement of expenses or a right to indemnification, in whole or in part, he or she shall also be indemnified by the Corporation for costs and expenses incurred in such suit. It shall be a defense to any such proceeding (other than a proceeding brought to enforce a claim for the advancement of expenses under Section 8.3 of this Article VIII where the required undertaking, if any, has been received by the Corporation) that the claimant has not met the standard of conduct set forth in the Nevada General Corporation Law. Neither the failure of the Corporation to have made a determination prior to the commencement of such proceeding that indemnification of the Director or Officer is proper in the circumstances because the Director or Officer has met the applicable standard of conduct nor a determination by the Corporation that the Director or Officer has not met such applicable standard of conduct shall be a defense to the proceeding or create a presumption that the Director or Officer has not met the applicable standard of conduct. In a proceeding brought by a director or officer to enforce a right under this Section 8.4 or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that a Director or Officer is not entitled to be indemnified or is not entitled to an advancement of expenses under this Section 8.4 or otherwise, shall be on the Corporation.

8.5 Non-Exclusivity. The right to indemnification and to the payment of expenses as they are incurred and in advance of the final disposition of the proceeding shall not be exclusive of any other right to which a person may be entitled under the Articles of Incorporation, these Bylaws or any agreement, statute, vote of stockholders or disinterested directors or otherwise. The right to indemnification under Section 8.2 hereof shall continue for a person who has ceased to be a director or officer and shall inure to the benefit of his or her heirs, next of kin, executors, administrators and legal representatives.

8.6 Settlement. The Corporation shall not be obligated to reimburse the amount of any settlement unless it has agreed to such settlement. If any person shall unreasonably fail to enter into a settlement of any proceeding within the scope of Section 8.2 hereof, offered or assented to by the opposing party or parties and which is acceptable to the Corporation, then, notwithstanding any other provision of this Article VIII, the indemnification obligation of the Corporation in connection with such proceeding shall be limited to the total of the amount at which settlement could have been made and the expenses incurred by such person prior to the time the settlement could reasonably have been effected.

8.7 Purchase of Insurance. The Corporation may 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 such person and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VIII.

8.8 Conditions. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation or to any Director, Officer, employee or agent of any of its subsidiaries to the fullest extent of the provisions of this Article VIII, subject to the imposition of any conditions or limitations as the Board of Directors may deem necessary or appropriate.

8.9 Special Provisions For Employee Benefit Plans. For the purposes of this Article, the Corporation is deemed to have requested a Director to serve as a trustee or fiduciary of an employee benefit plan whenever the performance by the Director of his or her duties to the Corporation also imposes duties on or otherwise involves services by the Director to the plan or participants or beneficiaries of the plan. Excise taxes assessed on a Director with respect to an employee benefit plan pursuant to applicable law are deemed fines. Action taken or omitted by a Director with respect to an employee benefit plan in the performance of his or her duties for a purpose reasonably believed by him or her to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose that is not opposed to the best interests of the Corporation.

9.1 Amendments. These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the Board of Directors by a majority vote at any regular meeting or at any special meeting called for that purpose, unless the Shareholders representing a majority of the shares entitled to vote have expressly provided that the particular provision cannot be amended or repealed by the Board of Directors.