BYLAWSOFSUNRISE ENERGY RESOURCES, INC.

ARTICLE I

Offices

Section
1. Principal Office. The principal office of the corporation in the state of
Delaware shall be located at Houston, Texas or at such other location as shall
be designated by the Board of Directors from time to time in the future. The
corporation may have such other offices, either within or without the state of
Delaware, as the Board of Directors may designate or as the business of the
corporation may require from time to time.

Section
2. Registered Office. The registered office of the corporation may be, but
need not be, identical with the principal office, and the address of the
registered office may be changed from time to time by the board of directors.

Section
3. Other Offices. The corporation may have such other offices, either within
or outside Delaware, as the board of directors may designate or as the business
of the corporation may require from time to time.

ARTICLE
II

Stockholders

Section
1.   Annual Meetings. Unless otherwise directed and fixed by the Board of
Directors, the annual meeting of the stockholders shall be held during the
second fiscal quarter of each year at such time and place as the President, or
the Board of Directors shall designate, for the purpose of electing directors
and for the transaction of such other business as may come before the meeting.

Section
2.   Special Meetings. Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be called by the
Chairman, Chief Executive Officer, President or by the Board of Directors, and
shall be called by the President at the request of the holders of not less than
one-third of all of the outstanding shares of the corporation entitled to vote
at the meeting.

Section
3.   Place of Meeting. The Board of Directors may designate any place, either
within or without the state of Delaware, as the place of meeting for any annual
meeting or for any special meeting called by the Board of Directors. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
any place, either within or without the state of Delaware, as the place for the
holding of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the registered office of the
corporation in the state of Delaware.

---

Section
4.   Notice of Meeting. Whenever stockholders are required or permitted to
take any action at a meeting, written notice of the meeting shall be given
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. The notice
shall be delivered not less than ten days nor more than sixty days before the
date of the meeting, either personally or by mail, by or at the direction of the
Chairman, Chief Executive Officer, President, Vice President or the Secretary to
each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed given as to any stockholder of record, when deposited in
the United States mail, addressed to the stockholder at his address as it
appears on the stock transfer books of the corporation, with postage thereon
prepaid.

When
a meeting is adjourned to another time or place, it shall not be necessary to
give any notice of the adjourned meeting if the time and place to which the
meeting is adjourned are announced at the meeting at which the adjournment is
taken except as provided by the General Corporation Law of Delaware, and at the
adjourned meeting any business may be transacted that might have been transacted
on the original date of the meeting.

If
the adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

Section
5.   Fixing Date for Determination of Stockholders of Record. In order to
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance a record date, which shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action. If no record date is fixed by the Board of Directors, the record date
shall be determined in accordance with the provisions of the General Corporation
Law of Delaware.

Section
6.   List of Stockholders. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least 10 days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each stock
holder. Such list shall be open to the examination of any stockholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held (which place shall be specified in the notice of the
meeting) or, if not so specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who may
be present. Upon the willful neglect or refusal of the directors to produce such
a list at any meeting for the election of directors, they shall be ineligible
for election to any office at such meeting.

2

---

Section
7.  Stockholders Right of Inspection. Any person who has
been a stockholder of record of the corporation for at least six months
immediately preceding his demand, or any person holding, or authorized in
writing by the holders of, at least five percent of all its outstanding shares,
upon at least five days written demand, or any judgment creditor of the
corporation without prior demand, shall have the right to inspect in person or
by agent or attorney, during usual business hours, the stock ledger or duplicate
stock ledger, whether kept in the principal office of the corporation in this
state or elsewhere, and to make extracts therefrom. A proper purpose shall mean
a purpose reasonably related to such persons interest as a stockholder. In
every instance where an attorney or other agent shall be the person who seeks
the right of inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or the agent to
so act on behalf of the stockholder. The demand under oath shall be directed to
the corporation at its registered office in this state or at its principal place
of business.

Section
8.   Quorum. A majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on the
subject matter (including, but not limited to, the adoption of an incentive
stock option plan) shall be the act of the stockholders, unless the vote of a
greater proportion or number of voting by classes is required by the General
Corporation Law of Delaware or the Certificate of Incorporation. 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 notified. The stockholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.

Section
9.   Method of Voting. The vote upon any question before the meeting need not
be by ballot. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the General Corporation Law
of Delaware or of the Certificate of Incorporation a different vote is required
in which case such express provision shall govern and control the decision of
such question. Vote by ballot on any issue at a meeting may be required by a
vote of stockholders present in person or represented by proxy, or by the
Chairperson of the meeting.

Section
10.   Voting Rights of Stockholders and Proxies. Each stockholder
of record entitled to vote in accordance with the General Corporation Law of
Delaware, the Certificate of Incorporation or these Bylaws, shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share, or fraction thereof, of stock entitled to vote standing in his name
on the books of the corporation, but no proxy shall be voted on after six months
from its date, unless the proxy provides for a longer period.

3

---

At
all meetings of stockholders, a stockholder may vote by proxy by signing an
appointment form or similar writing, either personally or by his duly authorized
attorney-in-fact. A stockholder may also appoint a proxy by transmitting or
authorizing the transmission of a telegram, teletype, or other electronic
transmission providing a written statement of the appointment to the proxy, a
proxy solicitor, proxy support service organization, or other person duly
authorized by the proxy to receive appointments as agent for the proxy, or to
the corporation. The transmitted appointment shall set forth or be transmitted
with written evidence from which it can be determined that the stockholder
transmitted or authorized the transmission of the appointment. The proxy
appointment form or similar writing shall be filed with the secretary of the
corporation before or at the time of the meeting. The appointment of a proxy is
effective when received by the corporation and is valid for eleven months unless
a different period is expressly provided in the appointment form or similar
writing.

Any
complete copy, including an electronically transmitted facsimile, of an
appointment of a proxy may be substituted for or used in lieu of the original
appointment for any purpose for which the original appointment could be used.

Revocation
of a proxy does not affect the right of the corporation to accept the
proxys authority unless (i) the corporation had notice that the
appointment was coupled with an interest and notice that such interest is
extinguished is received by the secretary or other officer or agent authorized
to tabulate votes before the proxy exercises his authority under the
appointment, or (ii) 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 his authority under the appointment. Other notice of
revocation may, in the discretion of the corporation, be deemed to include the
appearance at a stockholders meeting of the stockholder who granted the
proxy and his voting in person on any matter subject to a vote at such meeting.

The
death or incapacity of the stockholder appointing a proxy does not affect the
right of the corporation to accept the proxys authority unless notice of
the death or incapacity is received by the secretary or other officer or agent
authorized to tabulate votes before the proxy exercises his authority under the
appointment.

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

Subject
to Section 16 and any express limitation on the proxys authority appearing
on the appointment form, the corporation is entitled to accept the proxys
vote or other action as that of the stockholder making the appointment.

4

---

Section
11.   Recognition Procedure for Beneficial Owners. The board of directors may
adopt by resolution a procedure whereby a stockholder of the corporation may
certify in writing to the corporation that all or a portion of the shares
registered in the name of such stockholder are held for the account of a
specified person or persons. The resolution may set forth (i) the types of
nominees to which it applies, (ii) the rights or privileges that the corporation
will recognize in a beneficial owner, which may include rights and privileges
other than voting, (iii) the form of certification and the information to be
contained therein, (iv) if the certification is with respect to a record date,
the time within which the certification must be received by the corporation, (v)
the period for which the nominees use of the procedure is effective, and
(vi) such other provisions with respect to the procedure as the board deems
necessary or desirable. Upon receipt by the corporation of a certificate
complying with the procedure established by the board of directors, the persons
specified in the certification shall be deemed, for the purpose or purposes set
forth in the certification, to be the registered holders of the number of shares
specified in place of the stockholder making the certification.

Section
12.   Ownership of its Own Stock. Shares of its own stock
belonging to the corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the corporation, shall neither be entitled
to vote nor counted for quorum purposes. Nothing in this section shall be
construed as limiting the right of the corporation to vote any shares of stock
held by it in a fiduciary capacity.

Section
13.   Voting by Fiduciaries and Pledgors. Persons holding stock in
a fiduciary capacity shall be entitled to vote the shares so held, and persons
whose stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
said stock and vote thereon.

Section
14.   No Cumulative Voting. There shall be no cumulative voting of shares.

Section 15.  
Informal Action by Stockholders and Ratification. Any action required to be
taken at a meeting of the stockholders, or any other action which may be taken
at a meeting of the stockholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by stockholders in
the manner provided for under the General Corporation Law of Delaware. If any
meeting is irregular due to a lack of notice or written consent, the proceedings
of the meeting may be ratified and approved and rendered valid and such
irregularity or defect waived by a writing signed by all stockholders having the
right to vote at such meeting.

Section
16.   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 stockholder, 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 stockholder. If the name signed on a vote, consent, waiver, proxy
appointment or proxy appointment revocation does not correspond to the name of a
stockholder, 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 stockholder if:

5

---

| | (i)
the stockholder is an entity and the name signed purports to be that of an
officer or agent of the entity;
| | --------------------------------------------------------------------------------------------------------------

| | (ii)
the name signed purports to be that of an administrator, executor, guardian or
conservator representing the stockholder and, if the corporation requests,
evidence of fiduciary status acceptable to the corporation has been presented
with respect to the vote, consent, waiver, proxy appointment or proxy
appointment revocation;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii)
the name signed purports to be that of a receiver or trustee in bankruptcy of
the stockholder and, if the corporation requests, evidence of this status
acceptable to the corporation has been presented with respect to the vote,
consent, waiver, proxy appointment or proxy appointment revocation;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)
the name signed purports to be that of a pledgee, beneficial owner or
attorney-in-fact of the stockholder and, if the corporation requests, evidence
acceptable to the corporation of the signatorys authority to sign for the
stockholder has been presented with respect to the vote, consent, waiver, proxy
appointment or proxy appointment revocation;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)
two or more persons are the stockholder as co-tenants or fiduciaries and the
name signed purports to be the name of at least one of the co-tenants or
fiduciaries, and the person signing appears to be acting on behalf of all the
co-tenants or fiduciaries; or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (vi)
the acceptance of the vote, consent, waiver, proxy appointment or proxy
appointment revocation is otherwise proper under rules established by the
corporation that are not inconsistent with this Section 16.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
corporation is entitled to reject a vote, consent, waiver, proxy appointment or
proxy appointment revocation if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis for
doubt about the validity of the signature on it or about the signatorys
authority to sign for the stockholder.

Neither
the corporation nor its officers nor any agent who accepts or rejects a vote,
consent, waiver, proxy appointment or proxy appointment revocation in good faith
and in accordance with the standards of this Section is liable in damages for
the consequences of the acceptance or rejection.

Section
17.   Meetings by Telecommunication. Any or all of the stockholders may
participate in an annual or special stockholders meeting by, or the
meeting may be conducted through the use of, any means of communication by which
all persons participating in the meeting may hear each other during the meeting.
A stockholder participating in a meeting by this means is deemed to be present
in person at the meeting.

6

---

ARTICLE
III

Board
of Directors

Section
1.   General Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, except as otherwise may be provided in the
General Corporation Law of Delaware. One member of the Board of Directors may be
appointed by the directors to the position of Chairman of the Board. If the
position is filled, the Chairman of the Board, when present, shall preside at
all meetings of the stockholders and of the Board of Directors and shall perform
all duties incident to the office of Chairman of the Board and such other duties
as may be prescribed by the Board of Directors from time to time. The Board of
Directors, by resolution adopted by a majority of the full Board of Directors,
may designate from among its members an executive committee and/or one or more
other committees, each of which shall have the authority provided for in such
resolution subject to the limitations on such authority provided in the General
Corporation Law of Delaware.

Section
2.   Number, Tenure and Qualification. The number of directors on the Board of
Directors shall be established by resolution adopted by the Board of Directors.
A majority of the directors may adopt a resolution increasing or decreasing the
number of directors from time to time, but in no event shall there be less than
one (1) or more than seven (7) directors. The number of directors may not be
decreased unless a vacancy on the Board exists at the time, or the decrease will
not be effective until the next meeting of stockholders of the corporation at
which directors are to be elected. Each director shall hold office until the
next annual or special meeting of stockholders at which Board directors are
elected and until his successor shall have been elected and qualified. Directors
need not be residents of Delaware nor stockholders of the corporation.

Section
3.   Regular Meetings. A regular meeting of the Board of Directors shall be
held without notice other than this Bylaw immediately after, and at the same
place as, the annual meeting of stockholders. The Board of Directors may
provide, by resolution, the time and place, either within or without Delaware,
for the holding of additional regular meetings without other notice than such
resolution.

Section
4.   Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the Chairman of the Board, or by the President,
or by a majority of the directors. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either within or
without the state of Delaware, as the place for holding any special meeting of
the Board of Directors called by them.

7

---

Section
5.   Notice. Notice of any special meeting shall be given at least two days
previous thereto by written notice delivered personally or mailed to each
director at his business address, by telegram, by electronic facsimile
transmission (FAX) transmitted to his usual number for receiving
business fax transmissions, or by email sent to the regular business email
address for the person notified (unless such person has notified the corporation
in writing that he or she does not accept email notification). If mailed, such
notice shall be deemed to be delivered when deposited in the United States 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 director may waive notice of any meeting. The attendance
of a director at a meeting constitutes a waiver of notice of such meeting,
except in cases in which a director attends a meeting for the express purposes
of objecting to the transaction of any business because the meeting is not
lawfully called or convened and does not participate in others business
considered.. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

Section
6.   Quorum. A majority of the number of directors then in office as
established in accordance with fixed by Section 2 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. Unless a greater number of directors are required
under these Bylaws or the corporations Certificate of Incorporation, 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.   Vacancies and Newly Created Directorships. All vacancies, including
those caused by an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until their
successors shall be elected and qualified, or until their earlier resignation or
removal. When one or more directors shall give notice of his or their
resignation to the Board, effective at a future date, the Board shall have power
to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective, each director so appointed to hold office
during the remainder of the term of office of the resigning director or
directors.

Section
9.   Compensation. By resolution of the Board of Directors, the directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors, may be paid a fixed sum for attendance at each meeting of the Board
of Directors or a stated salary as director; and may be paid such other
compensation for serving as a director of the corporation as may be determined
by the Board of Directors. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.

8

---

Section
10.   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.

Section
11.   Informal Action by Directors. Any action required to be taken at a
meeting of the Board of Directors, or any other action which may be taken at a
meeting of the Board of Directors or any committees thereof, may be taken
without a meeting if a consent in writing, setting forth the action so taken (or
counterparts thereof), shall be signed by all of the directors with respect to
the subject matter thereof.

Section
12.   Committees.The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he, she or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member. Any such committee, to the
extent provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporations property
and assets, recommending to the stockholders a dissolution of the corporation or
a revocation of a dissolution, or amending the Bylaws of the corporation; and
unless the resolution or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

The
provisions of these bylaws which govern meetings, notice, waiver of notice,
quorum, voting requirements and action without a meeting of the board of
directors, shall apply to committees and their members appointed under this
Section 12.

Neither
the designation of any such committee, the delegation of authority to such
committee, nor any action by such committee pursuant to its authority shall
alone constitute compliance by any member
of the board of directors or a member of the committee in question with his
responsibility to conform to the standard of care applicable to directors.

9

---

Section
13.   Telephonic Meetings. The board of directors may permit any director (or
any member of a committee designated by the board) to participate in a regular
or special meeting of the board of directors or a committee thereof through the
use of any means of communication by which all directors participating in the
meeting can hear each other during the meeting. A director participating in a
meeting in this manner is deemed to be present in person at the meeting.

Section
14.   Standard of Care. A director shall perform his duties as a director,
including without limitation his duties as a member of any committee of the
board, in good faith, in a manner he 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
duties, a director shall be entitled to rely on information, opinions, reports
or statements, including financial statements and other financial data, in each
case prepared or presented by the persons herein designated. However, he shall
not be considered to be acting in good faith if he has knowledge concerning the
matter in question that would cause such reliance to be unwarranted. A director
shall not be liable to the corporation or its stockholders for any action he
takes or omits to take as a director if, in connection with such action or
omission, he performs his duties in compliance with this Section 14.

The
designated persons on whom a director is entitled to rely are (i) one or more
officers or employees of the corporation whom the director reasonably believes
to be reliable and competent in the matters presented, (ii) legal counsel,
public accountant, or other person as to matters which the director reasonably
believes to be within such persons professional or expert competence, or
(iii) a committee of the board of directors on which the director does not serve
if the director reasonably believes the committee merits confidence.

ARTICLE
IV

Officers
and Agents

Section
1.   General. The officers of the corporation shall be a chairman (if
elected), a chief executive officer (if elected), a president, a secretary and a
treasurer, each of whom shall be a natural person eighteen years of age or
older. The board of directors or an officer or officers authorized by the board
may appoint such other officers, assistant officers, committees and agents,
assistant secretaries and assistant treasurers, as they may consider necessary.
The board of directors or the officer or officers authorized by the board shall
from time to time determine the procedure for the appointment of officers, their
term of office, their authority and duties and their compensation. One person
may hold more than one office. In all cases where the duties of any officer,
agent or employee are not prescribed by the bylaws or by the board of directors,
such officer, agent or employee shall follow the orders and instruc tions of the
president of the corporation.

10

---

Section
2.   Appointment and Term of Office. The officers of the corporation shall be
appointed by the board of directors at each annual meeting of the board held
after each annual meeting of the stockholders. If the appointment of officers is
not made at such meeting or if an officer or officers are to be appointed by
another officer or officers of the corporation, such appointments shall be made
as soon thereafter as conveniently may be. Each officer shall hold office until
the first of the following occurs: his successor shall have been duly appointed
and qualified, his death, his resignation, or his removal in the manner provided
in Section 3.

Section
3.   Resignation and Removal. An officer may resign at any time by giving
written notice of resignation to the corporation. The resignation is effective
when the notice is received by the corporation unless the notice specifies a
later effective date.

Any
officer or agent may be removed at any time with or without cause by the board
of directors or an officer or officers authorized by the board or by the
stockholders. Such removal does not affect the contract rights, if any, of the
corporation or of the person so removed. The appointment of an officer or agent
shall not in itself create contract rights.

Section
4.   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
his 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.

Section
5.   Chairman of the Board. The Chairman of the Board of Directors, if
elected, or failing his election, the Chief Executive Officer, shall be the
principal operating officer of the corporation and in general supervise and
control of the day-to-day business and affairs of the corporation, shall report
to the Board of Directors, shall preside at all meetings of the stockholders and
the Board of Directors and shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.

Section
6.  Chief Executive Officer. The Chief Executive Officer of the
corporation, in the absence of the Chairman, shall preside at all meetings of
the stockholders and the Board of Directors and shall be the principal executive
officer of the Corporation and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws. The
Chief Executive Officer shall be authorized and empowered to act on behalf of
the corporation, to sign certificates, contracts and other instruments of the
corporation which may be authorized by the Board of Directors, required by law
or are otherwise necessary with the same force and effect as if such instruments
were signed by the President. If no Chief Executive Officer is elected by the Board of
Directors, the President shall perform the duties of the Chief Executive
Officer.

11

---

Section
7.   President. The President shall report to the Chief Executive Officer, if
such an officer is elected by the Board of Directors. If a Chief Executive
Officer is not elected by the Board of Directors or in the event the Chief
Executive Officer is unable to serve as the principal executive officer of the
corporation, then the President shall be the principal executive officer of the
Corporation. The President shall preside at meetings of the stockholders in the
absence of the Chairman and Chief Executive officer. The President may sign with
the Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, including the Chairman or the Chief Executive Officer, certificates
for shares of the corporation, any deeds, mortgages, bonds, contracts or other
instruments which the Board of Directors has authorized to be executed, except
in cases in which the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these 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 as may from time to time be prescribed
by the Chairman, Chief Executive Officer or the Board of Directors.

Section
8.   Vice Presidents. If elected, the vice presidents shall assist the
chairman of the board and the president and shall perform such duties as may be
assigned to them by the chairman of the board and the president or by the board
of directors. In the absence of the chairman of the board and the president, the
vice president, if any (or, if more than one, the vice presidents in the order
designated by the board of directors, or if the board makes no such designation,
then the vice president designated by the chairman of the board or by the
president, or if neither the board, the chairman of the board nor the president
makes any such designation, the senior vice president as determined by first
election to that office), shall have the powers and perform the duties of the
chairman of the board and the president.

Section
9.   Secretary. The secretary shall (i) prepare and maintain as permanent
records the minutes of the proceedings of the stockholders and the board of
directors, a record of all actions taken by the stockholders 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 stockholders
and of the board of directors or any committee thereof, (ii) see that all
notices are duly given in accordance with the provisions of these bylaws and as
required by law, (iii) serve as custodian of the corporate records and of the
seal of the corporation and affix the seal to all documents when authorized by
the board of directors, (iv) keep at the corporations registered office or
principal place of business a record containing the names and addresses of all
stockholders in a form that permits preparation of a list of stockholders
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 of, and the number of shares of each class or series held by, each
stockholder, unless such a record shall be kept at the office of the
corporations transfer agent or registrar, (v) maintain at the
corporations principal office the originals or copies of the
corporations Certificate of Incorporation, bylaws, minutes of all
stockholders meetings and records of all action taken by stockholders
without a meeting for the past three years, all written communications within
the past three years to stockholders 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, (vi) have general charge of the stock transfer books of the
corporation, unless the corporation has a transfer agent, (vii) authenticate
records of the corporation, and (viii) in general, perform all duties incident
to the office of secretary and such other duties as from time to time may be
assigned to him by the president or by the board of directors. The directors
and/or stockholders may designate a person other than the secretary or assistant
secretary to keep the minutes of their respective meetings.

12

---

Any
books, records, or minutes of the corporation may be in written form or in any
form capable of being converted into written form within a reasonable time.

Section
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
the same in accordance with the instructions of the board of directors. He shall
receive and give receipts and acquittances 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. He shall perform all other duties incident to the office of the
treasurer and, upon request of the board, shall make such reports to it as may
be required at any time. He shall, if required by the board, give the
corporation a bond in such sums and with such sureties as shall be satisfactory
to the board, conditioned upon the faithful performance of his duties and for
the restoration to the corporation of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation. He shall have such other powers and perform such other
duties as may from time to time be prescribed by the board of directors or the
president. The assistant treasurers, if any, shall have the same powers and
duties, subject to the supervision of the treasurer.

The
treasurer shall also be the principal accounting officer of the corporation. He
shall prescribe and maintain the methods and systems of accounting to be
followed, keep complete books and records of account as required by applicable
laws, 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.

Section
11.   Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties
as shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.

Section
12.   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.

13

---

ARTICLE
V

Stock

Section
1.   Certificates. The board of directors shall be authorized to issue any of
its classes of shares with or without certificates. The fact that the shares are
not represented by certificates shall have no effect on the rights and
obligations of stockholders. If the shares are represented by certificates, such
shares shall be represented by consecutively numbered certificates signed,
either manually or by facsimile, in the name of the corporation by the president
and secretary or by one or more other persons designated by the board of
directors. In case any officer who has signed or whose facsimile signature has
been placed upon such certificate shall have ceased to be such officer before
such certificate is issued, such certificate may nonetheless be issued by the
corporation with the same effect as if he were such officer at the date of its
issue. Certificates of stock shall be in such form and shall contain such
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 such shares, the corporation shall send
the stockholder a complete written statement of all of the information required
to be provided to holders of uncertificated shares by applicable laws.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and upon request, every holder
of uncertificated shares shall be entitled to have a certificate signed by, or
in the name of the corporation by the Chairman or Vice Chairman of the Board of
Directors, or the President or Vice President and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of such
corporation representing the number of shares registered in certificate form.
Any or all the signatures on the certificate may be a facsimile. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares hall have been surrendered and canceled, except that in case of
a lost, destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the Board of Directors may
prescribe.

Section
2.   Consideration for Shares. Certificated or uncertificated shares shall not
be issued until the shares represented thereby 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 or other securities of the
corporation. Future services shall not constitute payment or partial payment for
shares of the corporation. The promissory note of a subscriber or an affiliate
of a subscriber shall not constitute payment or partial payment for shares of
the corporation unless the note is negotiable and is secured by collateral,
other than the shares being purchased, having a fair market value at least equal to the
principal amount of the note. For purposes of this Section 2, promissory
note means a negotiable instrument on which there is an obligation to pay
independent of collateral and does not include a non-recourse note.

14

---

Section
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 lieu thereof upon such terms and conditions in conformity
with 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 such form
and amount and with such surety as it may determine before issuing a new
certificate.

Section
4.   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. Upon surrender to the
corporation or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, and receipt of such documentary stamps as may be required
by law and evidence of compliance with all applicable securities laws and other
restrictions, the corporation shall issue a new certificate to the person
entitled thereto, and cancel the old certificate. Every such transfer of stock
shall be entered on the stock books of the corporation which shall be kept at
its principal office or by the person and the place designated by the board of
directors.

Except
as otherwise expressly provided in these bylaws, and except for the assertion of
dissenters rights as provided under applicable Delaware law, the
corporation shall be entitled to treat the registered holder of any shares of
the corporation as the owner thereof for all purposes, and the corporation shall
not be bound to recognize any equitable or other claim to, or interest in, such
shares or rights deriving from such shares on the part of any person other than
the registered holder, including without limitation any purchaser, assignee or
transferee of such shares or rights deriving from such shares, unless and until
such other person becomes the registered holder of such shares, whether or not
the corporation shall have either actual or constructive notice of the claimed
interest of such other person.

Section
5.   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. Such agents and registrars may be located either within or outside
Delaware. They shall have such rights and duties and shall be entitled to such
compensation as may be agreed.

15

---

ARTICLE
VI

Indemnification
of Certain Persons

Section
1.   Indemnification. For purposes of Article VI, a Proper Person
means any person who was or is a party or is threatened to be made a party to
any threatened, pending, or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and whether formal or informal, by
reason of the fact that he is or was a director, officer, employee, fiduciary or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, partner, trustee, employee, fiduciary or agent of any
foreign or domestic profit or nonprofit corporation or of any partnership, joint
venture, trust, profit or nonprofit unincorporated association, limited
liability company, or other enterprise or employee benefit plan. The corporation
shall indemnify any Proper Person against reasonably incurred expenses
(including attorneys fees), judgments, penalties, fines (including any
excise tax assessed with respect to an employee benefit plan) and amounts paid
in settlement reasonably incurred by him in connection with such action, suit or
proceeding if it is determined by the groups set forth in Section 4 of this
Article that he conducted himself in good faith and that he reasonably believed
(i) in the case of conduct in his official capacity with the corporation, that
his conduct was in the corporations best interests, or (ii) in all other
cases (except criminal cases), that his conduct was at least not opposed to the
corporations best interests, or (iii) in the case of any criminal
proceeding, that he had no reasonable cause to believe his conduct was unlawful.
A Proper Person will be deemed to be acting in his official capacity while
acting as a director, officer, employee or agent on behalf of this corporation
and not while acting on this corporations behalf for some other entity.

No
indemnification shall be made under this Article VI to a Proper Person with
respect to any claim, issue or matter in connection with a proceeding by or in
the right of a corporation in which the Proper Person was adjudged liable to the
corporation or in connection with any proceeding charging that the Proper Person
derived an improper personal benefit, whether or not involving action in an
official capacity, in which he was adjudged liable on the basis that he derived
an improper personal benefit. Further, indemnification under this Section in
connection with a proceeding brought by or in the right of the corporation shall
be limited to reasonable expenses, including attorneys fees, incurred in
connection with the proceeding.

Section
2.   Right to Indemnification. The corporation shall indemnify any Proper
Person who was wholly successful, on the merits or otherwise, in defense of any
action, suit, or proceeding as to which he was entitled to indemnification under
Section l of this Article VI against expenses (including attorneys fees)
reasonably incurred by him in connection with the proceeding without the
necessity of any action by the corporation other than the determination in good
faith that the defense has been wholly successful.

16

---

Section
3.   Effect of Termination of Action. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent shall not of
itself create a presumption that the person seeking indemnification did not meet
the standards of conduct described in Section l of this Article VI. Entry of a
judgment by consent as part of a settlement shall not be deemed an adjudication
of liability, as described in Section 2 of this Article VI.

Section
4.   Groups Authorized to Make Indemnification Determination. Except where
there is a right to indemnification as set forth in Sections 1 or 2 of this
Article or where indemnification is ordered by a court in Section 5, any
indemnification shall be made by the corporation only as authorized in the
specific case upon a determination by a proper group that indemnification of the
Proper Person is permissible under the circumstances because he has met the
applicable standards of conduct set forth in Section l of this Article. This
determination shall be made by the board of directors by a majority vote of
those present at a meeting at which a quorum is present, which quorum shall
consist of directors not parties to the proceeding (Quorum). If a
Quorum cannot be obtained, the determination shall be made by a majority vote of
a committee of the board of directors designated by the board, which committee
shall consist of two or more directors not parties to the proceeding, except
that directors who are parties to the proceeding may participate in the
designation of directors for the committee. If a Quorum of the board of
directors cannot be obtained and the committee cannot be established, or even if
a Quorum is obtained or the committee is designated and a majority of the
directors constituting such Quorum or committee so directs, the determination
shall be made by (i) independent legal counsel selected by a vote of the board
of directors or the committee in the manner specified in this Section 4 or, if a
Quorum of the full board of directors cannot be obtained and a committee cannot
be established, by independent legal counsel selected by a majority vote of the
full board (including directors who are parties to the action) or (ii) a vote of
the stockholders.

Section
5.   Court-Ordered Indemnification. Any Proper Person may apply for
indemnifica tion to the court conducting the proceeding or to another court of
competent jurisdiction for mandatory indemnification under Section 2 of this
Article, including indemnification for reasonable expenses incurred to obtain
court-ordered indemnification. If the court determines that such Proper Person
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he met the standards of conduct set forth in
Section l of this Article or was adjudged liable in the proceeding, the court
may order such indemnification as the court deems proper except that if the
Proper Person has been adjudged liable, indemnification shall be limited to
reasonable expenses incurred in connection with the proceeding and reasonable
expenses incurred to obtain court-ordered indemnification.

17

---

Section
6.   Advance of Expenses. Reasonable expenses (including attorneys fees)
incurred in defending an action, suit or proceeding as described in Section 1
may be paid by the corporation to any Proper Person in advance of the final
disposition of such action, suit or proceeding upon receipt of (i) a written
affirmation of such Proper Persons good faith belief that he has met the
standards of conduct prescribed by Section l of this Article VI, (ii) a written
undertaking, executed personally or on the Proper Persons behalf, to repay
such advances if it is ultimately determined that he did not meet the prescribed
standards of conduct (the undertaking shall be an unlimited general obligation
of the Proper Person but need not be secured and may be accepted without
reference to financial ability to make
repayment), and (iii) a determination is made by the proper group (as described
in Section 4 of this Article VI) that the facts as then known to the group would
not preclude indemnification. Determination and authorization of payments shall
be made in the same manner specified in Section 4 of this Article VI.

Section
7.   Witness Expenses. The sections of this Article VI do not limit the
corporations authority to pay or reimburse expenses incurred by a director
in connection with an appearance as a witness in a proceeding at a time when he
has not been made a named defendant or respondent in the proceeding.

Section
8.   Report to Stockholders. Any indemnification of or advance of expenses to
a director in accordance with this Article VI, if arising out of a proceeding by
or on behalf of the corporation, shall be reported in writing to the
stockholders with or before the notice of the next stockholders meeting.
If the next stockholder action is taken without a meeting at the instigation of
the board of directors, such notice shall be given to the stockholders at or
before the time the first stockholder signs a writing consenting to such action.

ARTICLE
VII

Provision
of Insurance

Section
1.   Selection by Directors. By action of the board of directors,
notwithstanding any interest of the directors in the action, the corporation may
purchase and maintain insurance, in such scope and amounts as the board of
directors deems appropriate, on behalf of any person who is or was a director,
officer, employee, fiduciary or agent of the corporation, or who, while a
director, officer, employee, fiduciary or agent of the corporation, is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, fiduciary or agent of any other foreign or domestic
corporation or of any partnership, joint venture, trust, profit or nonprofit
unincorporated association limited liability company or other enterprise or
employee benefit plan, against any liability asserted against, or incurred by,
him in that 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 Article VI or applicable law. Any such insurance may be
procured from any insurance company designated by the board of directors of the
corporation, including any insurance company in which the corporation has an
equity interest or any other interest, through stock ownership or otherwise.

ARTICLE
VIII

Miscellaneous

Section
1.   Seal. The corporate seal of the corporation shall be circular in form and
shall contain the name of the corporation and the words, corporate
seal.

Section
2.   Fiscal Year. The fiscal year of the corporation shall be as established
by the board of directors.

18

---

Section
3.   Amendments. These Bylaws and any amendment thereof may be altered,
amended or repealed, or new Bylaws may be adopted, by the Board of Directors at
any regular or special meeting by the affirmative vote of a majority of all the
members of the Board, provided in the case of any special meeting at which all
the members of the Board are not present, that the notice of such meeting shall
have stated the amendment of the Bylaws and any amendment thereof, including the
Bylaws adopted by the Board of Directors, may be altered, amended or repealed
and other Bylaws may be adopted by the holders of a majority of the total
outstanding stock of the corporation entitled to vote at any annual meeting or
at any special meeting, provided, in the case of any special meeting, that
notice of such proposed alteration, amendment, repeal or adoption is included in
the notice of the meeting.

Section
4.   Gender. The masculine gender is used in these bylaws as a matter of
convenience only and shall be interpreted to include the feminine and neuter
genders as the circumstances indicate.

Section
5.   Conflicts. In the event of any irreconcilable conflict between these
bylaws and either the corporations Certificate of Incorporation or
applicable law, the latter shall control.

Section
6.   Definitions. Except as otherwise specifically provided in these bylaws,
all terms used in these bylaws shall have the same definition as in the General
Corporation Law of Delaware.

Section
7.   Waiver of Notice. Whenever any notice is required to be given to any
stockholder or director of the corporation under the provisions of these Bylaws
or under the provisions of the Certificate of Incorporation or under the
provisions of the General Corporation Law of Delaware, 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.

Section
8.   State Corporate Law to Govern. If any provision of these bylaws is or is
deemed to be in conflict with a like provision or a requirement of the General
Corporation Law of Delaware, then the bylaw shall be deemed to be superceded by
the requirements and provisions of the General Corporation Law of Delaware.

KNOW
ALL MEN BY THESE PRESENTS, that I, the undersigned Secretary of the
corporation, do hereby certify that the above and foregoing Bylaws were duly
adopted as the Bylaws of said corporation at a meeting of the directors thereof
held by consent on effective October 4, 2004.

|                | 
|--------------- | 
|October 4, 2004 | 
|Date            | 

19

---