FIRSTFLIGHT,
      INC.





BYLAWS





(As
      amended on December 13, 2006)




ARTICLE I—OFFICES





Section
      1.1 Office





The principal
      office of the corporation within the
      State of Nevada shall be located at such place as shall be designated by the
      Board of Directors.





Section 1.2 Other Offices





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





ARTICLE
      II—STOCKHOLDERS





Section
      2.1 Annual Meeting





An
      annual
      meeting of the stockholders, for the selection of directors to succeed those
      whose terms expire and for the transaction of such other business as may
      properly come before the meeting, shall be held at a location and
      at
      such time each year as designated by the Board of Directors.





Section
      2.2 Special Meetings





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





Section
      2.3 Notice of Meetings





Written
      notice of the place, date and time of all meetings of the stockholders
      shall be given, not less than ten (10) nor more than sixty (60) days
      before the date on which the meeting is to be held, to each stockholder entitled
      to vote at such meeting, except as otherwise provided herein or required
      by law (meaning, here and hereinafter, as required from time to time by
      the
      laws of the State of Nevada or the Articles of Incorporation).





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





Section 2.4 Quorum





At any
      meeting of the stockholders, the holders of a majority of all of the
      shares of the stock entitled to vote at the meeting, present in person or by
      proxy, shall constitute a quorum for all purposes, unless or except to the
      extent that the presence of a larger number may be required by law.










If
      a
      quorum shall fail to attend any meeting, the chairman of the meeting or
      the
      holders of a majority of the shares of the stock entitled to vote who are
      present, in person or by proxy, may adjourn the meeting to another place, date
      or
      time.





If
      a
      notice of any adjourned special meeting of stockholders is sent to all
      stockholders entitled to vote thereat, stating that it will be held with those
      present constituting a quorum, then except as otherwise required by law, those
      present at such adjourned meeting shall constitute a quorum, and all matters
      shall be determined by a majority of the votes cast at such
      meeting.





Section
      2.5 Organization





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





Section
      2.6 Conduct of Business





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





Section
      2.7 Proxies and Voting





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





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





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





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





Section 2.8 Stock
      List





A complete list of stockholders
      entitled to vote at any
      meeting of stockholders,
      arranged in alphabetical order for each class of stock and showing the address
      of each such stockholder and the number of shares registered
      in his name, shall be open to the examination of any such stockholder,
      for any purpose germane to the meeting, during ordinary business hours
      for
      a period of at least ten (10) days prior to the meeting, either at a place
      within the city where the meeting is to be held, which place shall be specified
      in the notice of the meeting, or if not so specified, at the place where
      the
      meeting is to be held.




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





Section
      2.9 Participation in Meetings by Conference Telephone





Any
      action, except the election of directors, which may be taken by the vote of
      the
      stockholders at a meeting, may be taken without a meeting if authorized by
      the
      written consent of stockholders holding at least a majority of
      the
      voting power; provided:





(a)
      That
      if any greater proportion of voting power is required for such action
      at
      a meeting, then such greater proportion of written consents shall be required;
      and





(b)
      That
      this general provision shall not supersede any specific provision for
      action by written consent required by law.





ARTICLE
      III—BOARD OF DIRECTORS





Section
      3.1 Number and Term of Office





The
      number of directors who shall constitute the whole board shall be such
      number not less than one (1) nor more than eleven (11) as the Board of Directors
      shall at the time have designated.  Each
      director shall be selected for
      a
      term expiring at the next annual meeting of stockholders and until his successor
      is elected and qualified, except
      as
      otherwise provided herein or required by law.





Whenever
      the authorized number of directors is increased between annual meetings
      of the stockholders, a majority of the directors then in office shall have
      the
      power to elect such new directors for the balance of a term and until their
      successors are elected and qualified. Any decrease in the authorized number
      of
      directors shall not become effective until the expiration of the term
      of
      the directors then in office unless, at the time of such decrease, there shall
      be vacancies on the board which are being eliminated by the decrease.





Section
      3.2 Vacancies





If
      the
      office of any director becomes vacant by reason of death, resignation,
      disqualification, removal or other cause, a majority of the directors
      remaining in office, although less than a quorum, may elect a successor for
      the
      unexpired term and until his successor is elected and qualified.





Section
      3.3 Regular Meetings





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





Section
      3.4 Special Meetings





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




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Section
      3.5 Quorum





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





Section
      3.6 Participation in Meetings by Conference Telephone





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





Section
      3.7 Conduct of Business





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





Section
      3.8 Powers





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





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





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





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





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





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





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




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





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





Section
      3.9 Compensation of Directors





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





Section
      3.10 Loans





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





ARTICLE
      IV—COMMITTEES





Section
      4.1 Committees of the Board of Directors





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





Section
      4.2 Conduct of Business





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




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ARTICLE
      V—OFFICERS





Section
      5.1 Generally





The
      officers of the corporation shall consist of a president, one or more
      vice-presidents, a secretary, a treasurer and such other subordinate officers as
      may
      from time to time be appointed by the Board of Directors. The corporation
      may also have a chairman of the board who shall be elected by the Board
      of
      Directors and who shall be an officer of the corporation. Officers shall
      be
      elected by the Board of Directors, which shall consider that subject at
      its
      first meeting after every annual meeting of stockholders. Each officer shall
      hold his office until his successor is elected and qualified or until his
      earlier resignation or removal. Any number of offices may be held by the same
      person, except that the offices of president and secretary shall not be held
      by
      the same person.





Section
      5.2 Chairman of the Board





The
      chairman of the board shall, subject to the direction of the Board of Directors,
      perform such executive, supervisory, and management functions and duties
      as
      may be assigned to him from time to time by the Board of Directors. He
      shall,
      if present, preside at all meetings of the stockholders and of the Board
      of
      Directors.





Section
      5.3 President





The
      president shall be the chief executive officer of the corporation. Subject
      to the provisions of these Bylaws and to the direction of the Board of Directors,
      he shall have the responsibility for the general management and control
      of the affairs and business of the corporation and shall perform all duties
      and have all powers which are commonly incident to the office of chief executive
      or which are delegated to him by the Board of Directors. He shall have
      power to sign all stock certificates, contracts and other instruments of the
      corporation which are authorized. He shall have general supervision and
      direction of all of the other officers and agents of the corporation. He shall,
      when present, and in the absence of a chairman of the board of directors,
      preside at all meetings of the stockholders and of the Board of Directors.





Section
      5.4 Vice-President





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





Section
      5.5 Treasurer





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





Section 5.6 Secretary





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




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Section
      5.7 Delegation of Authority





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





Section 5.8 Removal





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





Section 5.9 Action
      with Respect to Securities of Other Corporation





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





ARTICLE VI—INDEMNIFICATION OF DIRECTORS, OFFICERS
      AND OTHERS





Section 6.1 Generally





The corporation shall indemnify its officers,
      directors, and agents to the
      fullest extent permitted under Nevada law.





Section 6.2 Expenses





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





Section
      6.3 Determination by Board of Directors





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





Section
      6.4 Not Exclusive of Other Rights





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





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Section
      6.5 Insurance





The
      corporation shall have power to purchase and maintain insurance on behalf of
      any
      person who is or was a director, officer, employee or agent of the
      corporation, or is or was serving at the request of the corporation as a director,
      officer, employee or agent of another corporation, partnership, joint
      venture, trust or other enterprise against any liability asserted against
      him and incurred by him in any such capacity or arising out of his status as
      such, whether or not the corporation would have the power to indemnify
      him against such liability under the provisions of this Article.





The
      corporation's indemnity of any person who is or was a director, officer,
      employee or agent of the corporation, or is or was serving at the request
      of the corporation as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, shall be
      reduced by any amounts such person may collect as indemnification (i) under
      any
      policy of insurance purchased and maintained on his behalf by the corporation
      or (ii) from such other corporation, partnership, joint venture, trust
      or
      other enterprise.





Section
      6.6 Violation of Law





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





Section
      6.7 Coverage





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





ARTICLE
      VII—STOCK





Section
      7.1 Certificates of Stock





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





Section  7.2 Transfers of Stock





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





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Section 7.3
      Record Date





The Board of
      Directors may fix a record date, which shall
      not be more than sixty (60) nor less
      than ten (10) days before the date of any
      meeting of stockholders,
      nor more than sixty (60) days prior to the time for the other action
      hereinafter described, as of which there shall be determined the stockholders
      who are entitled to notice of or to vote at any meeting of stockholders
      or any adjournment thereof; to express consent to corporate action in writing
      without a meeting; to receive payment of any dividend or other
      distribution or allotment of any rights; or to exercise any rights with respect
      of any change, conversion or exchange of stock or with respect to any other
      lawful action.





Section
      7.4 Lost, Stolen or Destroyed Certificates





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





Section
      7.5 Regulations





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





ARTICLE
      VIII—NOTICES





Section
      8.1 Notices





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





Section
      8.2 Waivers





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





ARTICLE
      IX—MISCELLANEOUS





Section
      9.1 Facsimile Signatures





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




Section 9.2 Corporate Seal




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





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Section
      9.3 Reliance Upon Books, Reports and Records





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





Section 9.4
      Fiscal Year





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





Section
      9.5 Time Periods





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





Section
      9.6 Acquisition of Controlling Interest





The
      provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to this
      corporation.





ARTICLE
      X--AMENDMENTS





Section
      10.1 Amendments





These
      Bylaws may be amended or repealed by the Board of Directors at any meeting
      or by the stockholders at any meeting.





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