BYLAWS
 OF
 NASUS
CONSULTING, INC.
  
 Article
I:  Offices
 
 of Nasus Consulting, Inc.
(“Corporation”) may have its principal office, and such other offices, either
within or without the State of Nevada, as the Board of Directors may designate
or as the business of the Corporation may require from time to
time.
 
 Article
II:  Shareholders
 
 Section 1.  Annual
Meeting.The annual meeting of the shareholders shall be held
during the first ten (10) days in the month of June in each year, or on such
other date during the calendar year as may be designated by the Board of
Directors.  If the day fixed for the annual meeting shall be a legal
holiday in the Sate of Nevada, such meeting shall be held on the next succeeding
business day.  If the election of Directors shall be held on the day
designated herein for any annual meeting of the shareholders or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.
 
 Section 2.  Special
Meetings.Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the President
at the request of the holders of not less than ten percent (10%) of all the
outstanding shares of the Corporation entitled to vote at the
meeting.
 
 Section 3.  Place of
Meeting.  The Board of Directors my designate any place, either
within our without the State of Nevada, unless otherwise prescribed by statute,
as the place of meeting for any annual meeting or for any special
meeting.  A waiver of notice signed by all shareholders entitled to
vote at a meeting may designate any place, either within our without the State
of Nevada, unless otherwise prescribed by statute, as the place for the holding
of such meeting.  If no designation is made, the place of meeting
shall be the principal office of the Corporation.
 
 Section 4.  Notice of
Meeting.Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by statute, be delivered
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, to each shareholder of record entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States Mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon prepaid.
 
  1
  Section 5.  Closing of
Transfer Books or Fixing of Record.For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the Corporation may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed in any case fifty (50) days.  If the stock transfer books shall
be closed for the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed for at least
fifteen (15) days immediately preceding such meeting.  In lieu of
closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be not more than thirty (30) days and, in case of a meeting of
shareholders, not less than ten (10) days, prior to the date on which the
particular action requiring such determination of shareholders is to be
taken.  If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders.  When a determination of shareholders entitled to vote
at any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
 
 Section 6.  Voting
Lists.The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical order, with the address of and the number of
shares held by each.   Such lists shall be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting for the purposes
thereof.
 
 Section
7.  Quorum.A majority of the outstanding shares of
the Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders.  If less than a
majority of the outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time without
further notice.  At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.  The shareholders
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
 
 Section
8.  Proxies.  At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his or duly authorized attorney-in-fact.  Such proxy
shall be filed with the secretary of the Corporation before or at the time of
the meeting.  A meeting of the Board of Directors may be had by means
of telephone conference or similar communications equipment by which all persons
participating in the meeting can hear each other, and participation in a meeting
under such circumstances shall constitute presence at the meeting.
 
  2
  Section 9.  Voting of
Shares by Certain Holders.  Shares standing in the name of
another Corporation may be voted by such officer, agent or proxy as the Bylaws
of such Corporation may prescribe or, in the absence of such provision, as the
Board of Directors of such Corporation may determine.
 
 Shares
held by an administrator, executor, guardian or conservator may be voted by him
either in person or by proxy, without a transfer of such shares into his
name.  Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
 
 Shares
standing in the name of a receiver may be voted by such receiver, and shares
held by or under the control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority to do so be contained in an
appropriate order of the court by which such receiver was
appointed.
 
 A
shareholder whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
 
 Shares of
its own stock belonging to the Corporation shall not be voted directly or
indirectly, at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.
 
 Section 10.  Informal
Action by Shareholders.  Unless otherwise provided by law, any
action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by a majority of the shareholders entitled to vote with respect to the
subject matter thereof.
 
 Article
III:  Board of Directors
 
 Section 1.  General
Powers.  The business and affairs of the Corporation shall be
managed by its Board of Directors.
 
 Section 2.  Number, Tenure
and Qualifications.  The number of Directors of the Corporation
shall be fixed by the Board of Directors, but in no event shall be less than one
(1).  Each Director shall hold office until the next annual meeting of
shareholder and until his successor shall have been elected and
qualified.
 
 Section 3.  Regular
Meetings.  A regular meeting of the Board of Directors shall be
held without other notice than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders.  The Board of Directors
may provide, by resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
 
  3
  Section 4.  Special
Meetings.  Special meetings of the Board of Directors may be
called by or at the request of the President or any two
Directors.  The person or persons authorized to call special meetings
of the Board of Directors may fix the place for holding any special meeting of
the Board of Directors called by them.
 
 Section
5.  Notice.Notice of any special meeting shall be
given at least one (1) day previous thereto by written notice delivered
personally or mailed to each Director at his business address, or by
telegram.  If mailed, such notice shall be deemed to be delivered when
deposited in the United Sates mail so addressed, with postage thereon
prepaid.  If notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph
company.  Any Directors may waive notice of any
meeting.  The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
 
 Section
6.  Quorum.A majority of the number of Directors
fixed by Section 2 of the Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.
 
 Section 7.  Manner of
Acting.The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.
 
 Section 8.  Action Without
a Meeting.Any action that may be taken by the Board of
Directors at a meeting may be taken without a meeting if a consent in writing,
setting forth the action so to be taken, shall be signed before such action by a
majority of the Directors.
 
 Section
9.  Vacancies.  Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
Directors though less than a quorum of the Board of Directors, unless otherwise
provided by law.  A Director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.  Any
Directorship to be filled by reason of an increase in the number of Directors
may be filled by election by the Board of Directors for a term of office
continuing only until the next election of Directors by the
shareholders.
 
 Section
10.  Compensation.By resolution of the Board of
Directors, each Director may be paid his expenses, if any, of attendance at each
meeting of the Board of Directors, and may be paid a stated salary as a Director
or a fixed sum for attendance at each meeting of the Board of Directors or
both.  No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation
thereof.
 
 Section 11.  Presumption of
Assent.A Director of the Corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not apply to
a Director who voted in favor of such action.
 
 4
 
 
 Article
IV:  Officers
 
 Section
1.  Number.  The officers of the Corporation shall be
a President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors.  Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the Board of Directors, including a Chairman of the Board.  In its
discretion, the Board of Directors may leave unfilled for any such period as it
may determine any office except those of President and Secretary.  Any
two or more offices may be held by the same person.  Officers may be
Directors or shareholders of the Corporation.
 
 Section 2.  Election and
Term of Office.  The officers of the Corporation to be elected
by the Board of Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each annual meeting of
the shareholders.  If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as conveniently may
be.  Each officer shall hold office until his successor shall have
been duly elected and shall have qualified, or until his death, or until he
shall resign or shall have been removed in the manner hereinafter
provided.
 
 Section
3.  Removal.  Any officer or agent may be removed by
the Board of Directors whenever, in its judgement, the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.  Election or
appointment of an officer or agent shall not of itself create contract rights,
and such appointment shall be terminable at will.
 
 Section
4.  Vacancies.  A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
 
 Section
5.   President.  The President shall be the
principal executive officer of the Corporation and, subject to the control of
the Board of Directors, shall in general supervise and control all of the
business and affairs of the Corporation.  He shall, when present,
preside at all meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the Chairman shall
preside.  He may sign, with the Secretary or any other proper officer
of the Corporation thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deed, mortgages, bonds, contract, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by there Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to
time.
   5
 
 Section 6.  Vice
President.  In the absence of the President or in the event of
his death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President.  The Vice
President shall perform such other duties as from time to time may be assigned
to him by the President or by the Board of Directors,  If there is
more than one Vice President, each Vice President shall succeed to the duties of
the President in order of rank as determined by the Board of
Directors.  If no such rank has been determined, then each Vice
President shall succeed to the duties of the President in order of date of
election, the earliest date having the first rank.
 
 Section
7.  Secretary.  The Secretary
shall:  (a)  keep the minutes of the Board of Directors in
one or more minute books provided for the purpose; (b)  see that all
notices are duly given in accordance with the  provisions of the
Bylaws or as required by law; (c)  be custodian of the corporate
records and of the seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized; (d)  keep a register of
the post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e)  sign with the President
certificates for share of the Corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors; (f) have general charge of
the stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
 
 Section
8.  Treasurer.  The Treasurer
shall:  (a)  have charge and custody of and be responsible
for all funds and securities of the Corporation; (b)  receive and give
receipts for moneys due and payable to the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c)  in general perform
all of the duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or by the Board of
Directors.  If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.
 
 Section
9.  Salaries.  The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
Director of the Corporation.
 
 Article
V:  Indemnity
 
  Section
1.  Definitions.  For purposes of this Article,
“Indemnitee” shall mean each Director or Officer who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any Proceeding
(as hereinafter defined), by reason of the fact that he or she is or was a
Director or Officer of this Corporation or is or was serving in any capacity at
the request of this Corporation as a Director, Officer, employee, agent,
partner, or fiduciary of, or in any other capacity for, another corporation,
partnership, joint venture, trust, or other enterprise. The term “Proceeding”
shall mean any threatened, pending or completed action or suit (including,
without limitation, an action, suit or proceeding by or in the right of this
Corporation), whether civil, criminal, administrative or
investigative.
   6
  Section
2.  Indemnification.  Each Indemnitee shall be
indemnified and held harmless by this Corporation for all actions taken by him
or her, and for all omissions (regardless of the date of any such action or
omission), to the fullest extent permitted by Nevada law, against all expense,
liability and loss (including, without limitation, attorney fees, judgments,
fines, taxes, penalties, and amounts paid or to be paid in settlement)
reasonably incurred or suffered by the Indemnitee in connection with any
Proceeding.  Indemnification pursuant to this Section shall continue
as to an Indemnitee who has ceased to be a Director or Officer and shall inure
to the benefit of his or her heirs, executors and
administrators.  This Corporation may, by action of its Board of
Directors, and to the extent provided in such action, indemnify employees and
other persons as though they were Indemnitees.  The rights to
indemnification as provided in this Article shall be non-exclusive of any other
rights that any person may have or hereafter acquire under an statute, provision
of this Corporation’s Articles of Incorporation or Bylaws, agreement, vote of
stockholders or Directors, or otherwise.
  Section 3.  Financial
Arrangements.  This Corporation may purchase and maintain
insurance or make other financial arrangements on behalf of any person who is or
was a Director, Officer, employee or agent of this Corporation, or is or was
serving at the request of this Corporation in such capacity for another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by him
or her in such capacity, whether or not this Corporation has the authority to
indemnify him or her against such liability and expenses.
  The other
financial arrangements which may be made by this Corporation may include, but
are not limited to, (a) creating a trust fund; (b) establishing a program of
self-insurance; (c) securing its obligation of indemnification by granting a
security interest or other lien on any of this Corporation’s assets, and (d)
establishing a letter of credit, guarantee or surety. No financial arrangement
made pursuant to this section may provide protection for a person adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable for intentional misconduct, fraud, or a knowing violation of law,
except with respect to advancing expenses or indemnification ordered by a
court.  Any insurance or other financial arrangement made on behalf of
a person pursuant to this section may be provided by this Corporation or any
other person approved by the Board of Directors, even if all or part of the
other person’s stock or other securities is owned by this Corporation. In the
absence of fraud:
  (a)  the
decision of the Board of Directors as to the propriety of the terms and
conditions of any insurance or other financial arrangement made pursuant to this
section, and the choice of the person to provide the insurance or other
financial arrangement is conclusive; and
  (b)  the
insurance or other financial arrangement is not void or voidable; does not
subject any Director approving it to personal liability for his action; and even
if a Director approving the insurance or other financial arrangement is a
beneficiary of the insurance or other financial arrangement.
  Section 4.  Contract of
Indemnification.  The provisions of this Article relating to
indemnification shall constitute a contract between this Corporation and each of
its Directors and Officers, which may be modified as to any Director or Officer
only with that person’s consent or as specifically provided in this section.
Notwithstanding any other provision of the Bylaws relating to their amendment
generally, any repeal or amendment of this Article which is adverse to any
Director or Officer shall apply to such Director or Officer only on a
prospective basis and shall not limit the rights of an Indemnitee to
indemnification with respect to any action or failure to act occurring prior to
the time of such repeal or amendment. Notwithstanding any other provision of
these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of
this Article so as to limit or reduce the indemnification in any manner unless
adopted by (a) the unanimous vote of the Directors of this Corporation then
serving, or (b) the stockholders as set forth in Article XII hereof; provided
that no such amendment shall have retroactive effect inconsistent with the
preceding sentence.
   7
  
 Section 5.  Nevada
Law.  References in this Article to Nevada law or to any
provision thereof shall be to such law as it existed on the date these Bylaws
were adopted or as such law thereafter may be changed; provided that (a) in the
case of any change which expands the liability of an Indemnitee or limits the
indemnification rights or the rights to advancement of expenses which this
Corporation may provide, the rights to limited liability, to indemnification and
to the advancement of expenses provided in this Corporation’s Articles of
Incorporation, these Bylaws, or both shall continue as theretofore to the extent
permitted by law; and (b) if such change permits this Corporation, without the
requirement of any further action by stockholders or Directors, to limit further
the liability of Indemnitees or to provide broader indemnification rights or
rights to the advancement of expenses than this Corporation was permitted to
provide prior to such change, liability thereupon shall be so limited and the
rights to indemnification and advancement of expenses shall be so broadened to
the extent permitted by law.  The Corporation shall indemnify its
Directors, officers and employees as follows:
 
 Article
VI:  Contracts, Loans, Checks, and Deposits
 
 Section
1.  Contracts.  The Board of Directors may authorize
any office or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation, and
such authority may be general or confined to specific instances.
 
 Section
2.  Loans.  No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.  Such
authority may be general or confined to specific instances.
 
 Section 3.  Checks, Drafts,
etc.All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
 
 Section
4.  Deposits.  All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board of
Directors may select.
 
  8
  Article
VII: Certificates for Shares and Their Transfer
 
 Section 1.  Certificates
for Shares.Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board of
Directors.  Such certificates shall be signed by the President and by
the Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal.  All
certificates for shares shall be consecutively numbered or otherwise
identified.  The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.  All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, expect that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefore
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
 
 Section 2.  Transfer of
Shares.  Transfer of shares of the Corporation shall be made
only on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares.  The
person in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes, Provided,
however, that upon any action undertaken by the shareholder to elect S
Corporation status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreements is in force and
effect.
 
 Article
VIII:  Fiscal Year
 
 The
fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of
December of each year.
 
 Article
IX:  Dividends
 
 The Board
of Directors may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
condition provided by law and its Articles of Incorporation.
 
 Article
X:  Corporate Seal
 
 The Board
of Directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation and the state of
incorporation and the words "Corporate Seal."
 
  9
  Article
XI:  Waiver of Notice
 
 Unless
otherwise provided by law, whenever any notice is required to be given to any
shareholder or Director of the Corporation under the provision of the Articles
of Incorporation or under the provisions of the applicable Business Corporation
Act, 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.
 
 Article
XII:  Amendments
 
 These
Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the
Board of Directors at any regular or special meeting of the Board of Directors,
or by the shareholder as any regular or special meeting of the
shareholders.
 
 The above
Bylaws are certified to have been adopted by the Board of Directors of the
Corporation on the 10th day of
February 2009.
 
 
 
 
 Director