AMENDED
AND RESTATED

    BYLAWS
OF

    SYSTEMS
MANAGEMENT SOLUTIONS, INC.

    (hereinafter
called the “Corporation”)

     

    ARTICLES
I

    


    OFFICES

    


    Section 1.  Registered
Office.   The registered office of the Corporation shall
be in the State of Nevada.

    


    Section 2.  Other
Offices.   The Corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine.

    


    ARTICLE
II

    


    MEETINGS
OF STOCKHOLDERS

    


    Section 1.  Place of
Meeting.  Meetings of the shareholders for the election of
directors or for any other purpose shall be held at such time and place, either
within or without the State of Nevada, as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting or in a duly
executed waiver if notice thereof.

    


    Section 2.  Annual
Meetings.  The Annual Meetings of shareholders shall be held on
such date and at such times as shall be designated from time to time by the
Board of Directors and stated in the notice of them meeting, at which meetings
the shareholders shall elect by a plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting. At
any annual meeting if the shareholders, only such business shall be conducted as
shall have been properly brought before the meeting in accordance with the
Articles of Incorporation.

    


    Section 3.  Shareholder’s
Meetings.   Special or Annual Meetings of the shareholders
may be called by the Board of Directors, the Chairman of the Board or the
President, or at the request of the holders of at least fifty percent (50%) of
the stock of the Corporation. Upon request in writing to the Secretary by any
person entitled to call a meeting of the shareholders, the Secretary forthwith
shall cause notice to be given to the shareholders entitled to vote that a
meeting will be held at a time requested by the person or persons calling the
meeting. At any meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting in accordance
with the Articles of Incorporation.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 4.  Notice of
Meetings.  Written notice of the place, date, and time of all
meetings of the shareholders shall be given, not less than ten (10) nor more
than ninety (90) days before the date on which the meeting is to be held, to
each shareholder entitled to vote at such meeting, except as otherwise provided
herein or as required from time to time by the General Corporation Law of Nevada
or the Articles of Incorporation.

    


    Section 5.  Quorum:
Adjournment.  With respect to any matter, a quorum shall be
present at a meeting of shareholders if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting in person or by
proxy, unless otherwise provided in the Articles of Incorporation. If a quorum
shall fail to attend any meeting, the chairman of the meeting or the holders of
a majority of the shares of stock entitled to vote who are present, in person or
by proxy, may adjourn the meeting to another place, date or time without notice
other than announcement at the meeting, until a quorum shall be present pr
represented.

    


    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 (30) 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.

    


    Section
6.  Organization.   At every meeting of the
shareholders, the chairman of the board, if there be one, or in case of a
vacancy in the office or absence of the chairman of  the board, one of
the following persons present in order stated shall act as chairman of the
meeting: the vice chairman of the board, if there be one, the president, the
vice presidents in their order of rank or seniority; a chairman designated by
the board of directors or a chairman chosen by the shareholders in the manner
provided in Section 5 of this Article II. The secretary, or in his absence, an
assistant secretary, or in absence of the secretary and the assistant
secretaries, a person appointed by the chairman of the meeting shall act as
secretary.

    


    Section 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 or the Articles in
Incorporation.

    


    All
voting, including on the election of directors but exception where otherwise
provided herein or required by law or the Articles of Incorporation, may be by a
voice vote; provided, however, that upon demand therefore by a shareholder
entitled to vote or such shareholders 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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    All
elections of directors shall be determined by a plurality of the votes cast by
the holders of shares entitled to vote in the election of directors at a meeting
of shareholders at which quorum is present. Except as otherwise required by law
or the Articles of Incorporation, all matters other than the election of
directors shall be determined by the affirmative vote of the holders of a
majority of the shares entitled to vote on that matter and represented in person
or by proxy at a meeting of shareholders at which a quorum is
present.

    


    Section 8.  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 shareholder and the number of shares registered
in such shareholders name, shall be open to the examination of any such
shareholder, for any purpose germane to the meeting, at the registered office or
principal place of business of the Corporation.

    


    The stock
list shall also kept at the place of the meeting during the whole time thereof
and shall b open to the examination of any such shareholder who is present. This
list shall presumptively determine the identity of the shareholder entitled to
vote at the meeting and the number of shares held by each of them.

    


    Section 9.  Inspectors of
Election. In advance of any meeting of shareholders, the Board Directors
may appoint inspectors of election, who need not be shareholders, to act such
meeting or any adjournment thereof. If inspectors of election are not so
appointed, the person presiding at any such meeting may, and on the request of
any shareholder entitled to vote at the meeting and before voting begins shall,
appoint inspectors of election. The number of inspectors shall be either one or
three, as determined, in the case of inspectors appointed upon demand of a
shareholder, by the shareholders in the manner provided in Section 5 of this
Article II, and otherwise by the Board of Directors or person presiding at the
meeting, as the case may be. If any person who is appointed fails to appear or
act, the vacancy may be filled by appointment made by the Board of Directors in
advance of the meeting, or at the meeting by the person presiding at the
meeting. Each inspector, before entering upon the discharge of his duties, shall
take an oath faithfully to execute the duties of inspector at such
meeting.

    


    If
inspectors of election are appointed as aforesaid, they shall determine from the
lists referred to in Section 8 of this Article II the number shares outstanding,
the shares represented at the meeting, the existence of a quorum and the voting
power of shares represented at the meeting, determine the authenticity, validity
and effect of proxies, receive votes or ballots, hear and determine all
challenges and questions in any way arising in connection with the right to vote
or the number of votes which may be cast, count and tabulate all votes or
ballots, determine the results, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders entitled to vote thereat. If
there be three inspectors of election, the decision, act or certificate of two
shall be effective in all respects as the decision, act or certificate of the
inspectors of election.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Unless
waived by vote of the shareholders conducted in the manner which is provided in
Section 5 of this Article, the inspectors shall make a report in writing of any
challenge or question matter which is determined by them, and execute a sworn
certificate of any facts found by them.

    


    ARTICLE
III

    


    BOARD
OF DIRECTORS

    


    Section 1.  Duties and
Powers.  The business of the Corporation shall be managed by or
under the direction of the Board of Directors which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law or
by the Articles of Incorporation or by these Bylaws directed or required to be
exercise or done by the shareholders.

    


    Section 2.  Number and Term
in Office.  This Section 2 is subject to the provisions in a
formal certificate of rights, powers and designations relating to the rights of
the holders of one or more series of Preferred Stock or other provisions of the
Corporation’s Articles of Incorporation. The total number of directors
constituting the entire Board of Directors shall be not less than three (3) nor
more than nine (9), with the then authorized number of directors being fixed
from time to time solely by or pursuant to a resolution passed by the Board of
Directors. A director shall hold office until the annual meeting next following
the expiration of his term, as provided in the Articles of Incorporation of the
Corporation, and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

    


    Section
3.  Vacancies.  This Section 3 is subject to the
provisions of the Corporation’s Articles of Incorporation. Vacancies and newly
created directorships resulting from any increase in the authorized member of
directors may be filled only by action of a majority of the Board of Directors
then in office, even if less than a quorum, or by a sole remaining director. Any
director elected to a fill a vacancy not resulting from an increase in the
number of directors shall have the same remaining terms as that of his
predecessor. Any director may resign at any time upon written notice to the
Corporation.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 4.  Nominations of
Directors; Election.   This Section 4 is subject to the
provisions of the Corporation’s Article of Incorporation. Nominations for the
election of directors may be made by the Board of Directors or a committee
appointed by the Board of Directors, or by any shareholder entitled to vote
generally in the election of directors who complies with the procedures set
forth in this Section 4. Directors shall be at least 21 years of age and need
not ne shareholders. Nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a shareholders notice shall be
delivered to or mailed and received at the principal executive office of the
Corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the even less than 70 days’ notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholders to be timely must be so received not later than the close of
business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder’s notice shall set forth (a)
as to each person whom the shareholder proposes to nominate for election or
re-election as a Director, (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such
person, (iii) the number of shares of the Corporation which are beneficially
owned by such person, and (iv) any  other information relating to such
person that is required to be disclosed in solicitations of proxies for election
of Directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (including without
limitation such persons’ written consent to being named in the proxy statement
as a nominee and to serving as a Director if elected); and (b) as to the
shareholder giving the notice (i) the name and address, as they appear on the
Corporation’s books, of such shareholder and (ii) the number of shares of the
Corporation which are beneficially owned by such shareholder. NO person shall be
eligible for election as Director of the Corporation unless nominated in
accordance with the procedures set forth in this Article. The Chairman of the
meeting shall, if the facts warrant, determine and declare to meeting that a
nomination was not made in accordance with the procedures prescribed herein, and
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

    


    Section 5.  Meetings.
  The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Nevada. The
first meeting of each newly-elected Board Directors shall be held immediately
following the Annual Meeting of Stockholders and no notice of such meeting shall
be necessary to be given the newly-elected directors in order legally to
constitute the meeting, provided a quorum shall be present. Regular meetings of
Board of Directors may be held without notice at such time and at such place as
may from time to time to be determined by the Board of Directors. Annual Meeting
of the Board Directors may be called by the Chairman of the Board, the president
or at least two of the directors then in office. Notice thereof stating the
place, date and hour of the meetings shall be given to each director by mail,
telephone or telegram not less than seventy-two (72) hours before the date of
the meeting. Meetings may be held at any time without notice if all the
directors are present or if all those not present waive such notice in
accordance with Section 2 of Article VI of these Bylaws.

    


    Section
6.  Quorum.   Except as may be otherwise
specifically provided by law, the Articles if Incorporation or these Bylaws, at
all meetings of the Board of Directors, a majority of the directors then in
office shall constitute a quorum for the transaction of business. The act of
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board Directors. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 7.  Action of Board
Without a Meeting.  Unless otherwise provided by the Articles
if Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors of any committee thereof may be taken
without a meeting if all members of the Board of Directors or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or
committee.

    


    Section
8.  Resignations.   Any director of the
Corporation may resign at any time by giving written notice to the president or
the secretary. Such resignation shall take effect at the date of the receipt of
such notice or at any later time specified therein and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

    


    Section
9.  Organization.   At every meeting of the
Board of Directors, the Chairman of the Board, if there be one, or, in the case
of a vacancy in the office or absence of the Chairman of the Board, one of the
following officers present in the order stated shall act as Chairman of the
meeting: the president, the vice presidents in their order of rank and
seniority, or a chairman chosen by a majority of the directors present. The
secretary, or, in his absence, an assistant secretary, or in the absence of the
secretary and the assistant secretaries, any person appointed by the Chairman of
the meeting shall act as secretary.

    


    Section
10.  Committees.   The Board of Directors may,
be resolution passed by a majority of the directors then in office, designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board Directors may designate one or more
directors as alternate members of any committee, whom may replace any absent or
disqualified member at any meeting of any such committee. In the absence or
disqualification of a member of a committee, and in the absence of a designation
by the Board of Directors of an alternate member to replace the absent or
disqualified from voting, whether or not such members constitute a quorum, may
unanimously appoint another member of the Board Directors to act at the meeting
in the place of any such absent or disqualified member. Any committee, to the
extent allowed by law and provided in the Bylaws or resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management if the business affairs if the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it. Each committee shall keep regular minutes and reports to the Board
of Directors when required.

    


    Section
11.  Compensation.  Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as a director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefore. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 12. Removal. This
Section 12 is subject to the provisions of the Corporation’s Articles of
Incorporation. Except for such directors, if any, as are elected by the holders
of any series of Preferred Stock separately as a class as provided for or fixed
pursuant to the provisions of the Articles of Incorporation, any director of the
Corporation may be removed from office by the affirmative vote if the holders of
not less than fifty-one percent (51%) of the votes which could be cast by
holders all outstanding shares of the capital stock of the Corporation entitled
to vote generally in the election of directors, considered for this purpose as
one class.

    


    ARTICLE
IV

    


    OFFICERS

    


    Section
1.  General.  The officers of the Corporation shall
be appointed by the Board of Directors and shall consist of a Chairman of the
Board or a President, or both, one or more Vice Presidents, a Treasurer and a
Secretary. The Board of Directors may also choose one or more assistant
secretaries and assistant treasures, and such other officers and agents as the
Board of Directors, in its sole and absolute discretion shall deem necessary or
appropriate as designated by the Board of Directors from time to time. Any
number of offices may be held by the same person, unless the Articles of
Incorporation or these Bylaws provide otherwise.

    


    Section 2.  Election; Term
of Office.  The Board of Directors at its first meeting
held after each Annual Meeting of Stockholders shall elect a Chairman of the
Board or a President, or both, one or more Vice Presidents, a Secretary and a
Treasurer, and may also elect at that meeting or any other meeting, such other
officers and agents as it shall deem necessary or appropriate. Each officer of
the Corporation shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors together with the powers
and duties which are customarily exercised by such officer; and each officer of
the Corporation shall hold office until such officer’s successor is elected and
qualified or until such officer’s earlier resignation or removal. Any officer
may resign at any time, with or without cause, by affirmative vote of a majority
of directors then in office, remove an officer.

    


    Section 3.  Chairman of the
Board.  The Chairman of the Board shall preside at all meetings
of the shareholders and Board of Directors and shall have such other duties and
powers as may be prescribed by the Board of Directors from time to
time.

    


    Section
4.  President.  The President shall be the chief
executive officer of the Corporation, if the Chairman of the Board is not so
designated, and shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall have and exercise such
further powers and duties as may be specifically delegated to or vested in the
President from time to time by these Bylaws or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his inability or refusal
to act, or if the Board has not designated a Chairman, the President shall
perform the duties of the Chairman of the Board, and when so acting, shall have
all the powers and be subject to all of the restrictions upon the chairman of
the Board.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 5.  Vice
President.   In the absence of the President or in the
event of his inability or refusal to act, the Vice President (or in the event
that there be more than one vice president, the vice presidents in the order
designated by the Board of Directors, or in the absence of any designation, then
in the order of their election) shall perform the duties of the President, and
when so acting, shall have all powers of and be subject to all the restrictions
upon the President. The vice presidents shall perform such other duties and have
such other powers as the Board of Directors or the President may from time to
time prescribe.

    


    Section
6.  Secretary.   The Secretary shall attend all
meetings of the Board of Directors and all meetings of the shareholders and
record all the proceedings threat in a book or books to be kept for that
purpose; the Secretary shall also perform like duties for the standing
committees when required. The Secretary shall give, or cause to be given notice
of meetings of the shareholders and Annual Meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by the Board of
Directors or the President. If the Secretary shall be unable or shall refuse to
cause to be given notice of all meetings of the shareholders and Annual Meeting
of the Board Directors, and if there be no Assistant Secretary, then either the
Board of Directors or the President may choose another officer to cause such
notice to be given. The Secretary shall have custody of the seal of the
Corporation and the Secretary or any Assistant Secretary, if there be one, shall
have authority to affix same to any instrument requiring it and when so affixed,
it may be attested to by the signature of the Secretary or by the signature of
any such Assistant Secretary. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest to the
affixing by his or her signature. The secretary shall see that all books,
reports, statements, certificates and other documents and records required by
law to be kept or filed are properly kept filed, as the case may
be.

    


    Section
7.  Treasurer.   The Treasurer shall have the
custody of the corporate funds and securities and shall keep complete and
accurate accounts of all receipts and disbursements of the Corporation, and
shall deposit all monies and other valuable effects of the Corporation in its
name and to its credit in such banks and other depositories as may be designated
from time to time by the Board of Directors. The Treasurer shall disburse the
funds of the Corporation, taking proper vouchers and receipts for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his or
her transactions as Treasurer and of the financial condition of the Corporation.
The treasurer shall, when and if required by the Board of Directors, give and
file with the Corporation a bond, in such form and amount and with such surety
or sureties as shall be satisfactory to the Board of Directors, for the faithful
performance of his or her duties as Treasurer. The Treasurer shall have such
other powers and perform such other duties as the Board of Directors or the
President shall from time to time prescribe.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 8.  Other
Officers.   Such other officers as the Board of Directors
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors. The Board of Directors may
delegate to any other officer of the Corporation the power to choose such other
officers and to prescribe their respective duties and powers.

    


    Section
9.  Resignations.   Any officer may resign at
any time by giving written notice to the Board of Directors, the Chairman of the
Board, the President or the Secretary shall be deemed to constitute notice to
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.


    


    Section
10.  Removal.   Any officer or agent may be
removed, either with or without cause, at any time by the Board of Directors at
any meeting called for that purpose; provided, however, that the Chairman of the
Board of President may remove any agent or officer appointed by
him.

    


    Section
11.  Vacancies.   Any vacancy among the
officers, whether caused by death, resignation, removal or any other cause,
shall be filled in the manner which is prescribed for election or appointment to
such office.

    


    ARTICLE
V

    


    STOCK

    


    Section 1.  Form of
Certificates.   Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chairman of the Board or the President or a Vice President and (ii)
by the Treasurer or Secretary of the Corporation, certifying the number of
shares owned by such holder in the Corporation.

    


    Section
2.  Signatures.   Any or all the signatures on
the certificate  may be a facsimile. In case any officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

    


    Section 3.  Lost
Certificates.   The Board of Directors may direct a new
certificate to be issued in place of any certificate therefore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making if
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner’s legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond or other indemnity in such sum as it may direct as indemnity against any
claim that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen destroyed.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
4.  Transfers.   Stock of the Corporation shall
be transferable in the manner prescribed by law and in these Bylaws. Transfers
of stock shall be made on the books of the Corporation only by the person named
in the certificate or by such person’s attorney lawfully constituted in writing
and upon the surrender of the certificate therefore, which shall be cancelled
before a new certificate shall be issued.

    


    Section 5.  Record
Date.   In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting is shareholders or
any adjournment thereof, or entitled to receive a distribution or share
dividend, or in order to make a  determination of shareholders for any
other proper purpose, the Board of Directors may fix, in advance, a record date,
which shall not be more than ninety (90) days and, in the case of a meeting of
shareholders, not less than ten (10) days before the date of such meeting or
event. A determination of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

    


    Section 6.  Beneficial
Owners.   The Corporation shall be entitled to recognize
the exclusive right of a person registered on its books as the owner of shares
to receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by
law.

    


    Section 7.  Voting
Securities Owned by the Corporation.   Powers of attorney,
proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Corporation may be executed in the name of and on
behalf of the Corporation by the Chairman of the Board, the President, any Vice
President or the Secretary and any such officer may, in the name of and behalf
of the Corporation take all such action as any such  meeting shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors may, by resolution,
from time to time confer like powers upon any other person or
persons.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
VI

    


    NOTICES

    


    Section
1.  Notice.   Whenever, under the provisions of
the laws of Nevada or the Articles of Incorporation or these Bylaws, any notice,
request, demand or other communications is required to be or may be given or
made to an officer, director, or registered shareholder, it shall not be
construed to mean that such notice, request, demand or other communication must
be given or made in person, but the same may be given or made by mail,
telegraph, cablegram, telex, or telecopy to such officer, director or registered
shareholder. Any such notice, request, demand or other communication shall be
considered to have been properly given or made, in the case of mail, telegraph
or cable, when deposited in the mail or delivered to the appropriate
office  for telegraph or cable transmission, and in other cases when
transmitted by the party giving or making the same, directed to the officer or
director at his address as it appears on the record of shareholders, or, if the
shareholder shall have filed with the Secretary of the Corporation a written
request that notices to him be mailed to some other address, then directed to
the shareholder at such other address. Notice to directors may also be given in
accordance with Section 5 of Article III hereof.

    


    Whenever,
under the provisions of the laws of the State of Nevada or the Articles of
Incorporation or these Bylaws, any notice, request, demand or other
communication is required to be or may be given or made to the Corporation, it
shall also not be construed to meant hat such notice, request, demand or other
communication must be given or made in person, but the same may be given or made
to the Corporation by mail, telegraph, cablegram, telex, or telecopy. Any such
notice, request, demand or other communication shall be considered to have been
properly given or made, in the case of mail, telegram or cable, when deposited
in the mail or delivered to the appropriate office for telegraph or cable
transmission.

    


    Section 2.  Waivers of
Notice.   Whenever any written notice is required to be
given under the provisions of the Articles of Incorporation, these Bylaws or a
statute, a waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, any regular or Annual Meeting of the shareholders,
directors, or members of a committee of directors, or members of a committee of
directors need be specified in any written waiver of notice if such meeting.
Attendance of a person, either in person or by proxy at any meeting, without
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice of such meeting.

     

    ARTICLE
VII

    


    GENERAL
PROVISIONS

    


    Section
1.  Dividends.   Dividends upon the capital
stock of the Corporation, subject to applicable law and the provisions of the
Articles of Incorporation, if any, may be declared by the Board of Directors at
any regular or Annual Meeting or by any Committee of the Board of Directors
having such authority at any meeting thereof, and may be paid in cash, in
property, in shares of the capital stock, or in any combination thereof. Before
payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for any proper
purpose, and the Board of Directors may modify or abolish any such
reserve.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
2.  Disbursements.   All notes, checks, drafts
and orders for the payment of money issued by the Corporation shall be signed in
the name of the Corporation by such officers or such other persons as the Board
of Directors may from time to time designate.

    


    Section 3.  Corporation
Seal.   The corporate seal, if the Corporation shall have
a corporate seal, shall inscribed thereon the name of the Corporation, the year
of its organization and the words “Corporate Seal, Nevada”. The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

    


    ARTICLE
VIII

    


    INDEMNIFICATION

    


    Section 1.  Mandatory
Indemnification of Directors and Officers.   Each person
who at any time is or was a director or officer of the Corporation, who was, is
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative, arbitrative
or investigative (a “Proceeding,” which shall include any appeal in such a
Proceeding, and any inquiry or investigation that could lead to such a
Proceeding), by reason of the fact that such person  is or was a
director or officer of the Corporation, or is or was a director or officer of
the Corporation 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
shall be indemnified by the Corporation to the fullest extent authorized by the
General Corporation Law of Nevada as the same exists or any hereafter be amended
from time to time (the “GCLN”), or any other applicable law as may from time to
time to be in effect (but, in the case of any such amendment or enactment, only
to the extent that such amendment or law permits the Corporation to provide
broader indemnification rights than such law prior to such amendment or
enactment permitted the Corporation to provide), against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys’ fees) actually incurred by such person in
connection with such Proceeding. The Corporation’s obligations under this
Section 1 include, but are not limited to, the convening of any meeting, and the
consideration of any matter thereby, required by statue in order to determine
the eligibility of any person for indemnification. Expenses incurred in
defending a Proceeding shall be paid by the Corporation in advance of the final
disposition of such Proceeding to the fullest extent permitted, and only in
compliance with, the GCLN or any other applicable laws as may from time to time
be in effect. The Corporation’s obligation to indemnify or to prepay expenses
under this Section 1 shall arise, and all rights granted hereunder shall vest,
at the time if the occurrence of the transaction or event to which such
proceeding relates was first taken or engaged in (or omitted to be taken or
engaged in), regardless of when such proceeding is first threatened, commenced
or completed. Notwithstanding any other provision of the Articles of
Incorporation or these Bylaws, no action taken by the Corporation, either by
amendment of the Articles of Incorporation or these Bylaws or otherwise, shall
diminish or adversely affect any rights to indemnification or prepayment of
expenses granted under this Section 1 which shall have become vested as
aforesaid prior to the date that such amendment or other corporate action is
taken.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 2.  Permissive
Indemnification of Employees and Agents.  The rights to
indemnification and prepayment of expenses which are conferred to the
Corporation’s directors and officers by Section 1 of this Article VII may be
conferred upon any employee or agent of the Corporation if, and to the extent,
authorized by its Board of Directors.

    


    Section 3.  Indemnity
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, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, 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 the GCLN. Without limiting the power of
the Corporation to procure or maintain any kind of insurance or other
arrangement, the Corporation may, for the benefit of persons indemnified by the
Corporation (1) create a trust fund, (2) establish any form of self-insurance,
(3) secure its indemnity obligation by grant of a security interest or other
lien on the assets of the Corporation, or (4) establish a letter of credit,
guaranty or surety arrangement.

    


    ARTICLE
IX

    


    AMENDMENTS

    


    Except as
otherwise specifically stated within an Article to be altered, amended or
repealed these Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any meeting of the Board of Directors or of the shareholders,
provided notice of the proposed change was given in the notice of the
meeting.

    


    The
undersigned, Chairman and Secretary of the Corporation, hereby certify that the
foregoing By-Laws were adopted by an affirmative vote of 11,581,151____________
Shares of the 15,236,355 shares of the Corporations common stick as of May 17,
2004 and by an affirmative vote of the Directors of the Corporation on this the
14th
day of July, 2004.

     

    
      
        
          
            	 
      	
                    /s/
      Charles T. Phillips

                  
	 
      	
                    Chairman

                  
	 
      	 
      
	 
      	
                    /s/
      Sandra L. Lioney

                  
	 
      	
                    Secretary