AMENDED
      AND RESTATED BYLAWS


OF


NUTRA
      PHARMA, CORP.


A
      California Corporation








OFFICES





1.
      PRINCIPAL OFFICE. The principal office for the transaction of the business
      of
      the corporation is hereby fixed and located at such place as determined from
      time to time by the Board of Directors of the Corporation.





2.
      OTHER
      OFFICES. Branch or subordinate offices may at any time be established by the
      Board of Directors at any place or places as the Board of Directors
      determines.








SHAREHOLDERS





3.
      PLACE
      OF MEETINGS. Shareholders’ meetings shall be held at such place as the Board of
      Directors shall from time to time, by resolution, appoint.





4.
      ANNUAL
      MEETINGS. The annual meetings of shareholders shall be held in the month of
      August in each year. At such meeting Directors shall be elected; reports of
      the
      affairs of the corporation shall be considered, and any other business may
      be
      transacted which is within the powers of the shareholders. The first annual
      meeting of shareholders after incorporation need not be held if less than nine
      months have elapsed since incorporation to such meeting date. Written notice
      of
      each annual meeting shall be mailed to each shareholder entitled to vote,
      addressed to such shareholder at his address appearing on the books of the
      corporation or given by him to the corporation for the purpose of notice. If
      a
      shareholder gives no address, notice shall be deemed to have been given if
      sent
      by mail or other means of written communication addressed to the place where
      the
      principal executive office of the corporation is situated, or if published
      at
      least once in some newspaper of general circulation in the county in which
      said
      office is located. All such notices shall be mailed, postage prepaid, to each
      shareholder entitled thereto not less than ten (10) days nor more than sixty
      (60) days before each annual meeting. Such notices shall specify the place,
      the
      day, and the hour of such meeting, the names of the nominees for election as
      Directors if Directors are to be elected at the meeting, and those matters
      which
      the Board of Directors intends to present for action by the shareholders, and
      shall state such other matters, if any, as may be expressly required by
      statute.





5.
      SPECIAL MEETINGS. Special meetings of the shareholders, may be called at any
      time by the Chairman of the Board of Directors, if any, the President or any
      Vice President, or by the Board of Directors, or by one or more shareholders
      holding not less than ten (10%) percent of the voting power of the corporation.
      Except in special cases where other express provision is made by statute, notice
      of such special meeting shall be given in the same manner as for an annual
      meeting of shareholders. Said notice shall specify the general nature of the
      business to be transacted at the meeting. No business shall be transacted at
      a
      special meeting except as stated in the notice sent to shareholders, unless
      by
      the unanimous consent of all shareholders represented at the meeting, either
      in
      person or by proxy. Upon written request to the Chairman of the Board, the
      President, the Secretary or any Vice President of the corporation by any person
      (but not the Board of Directors) entitled to call a special meeting of
      shareholders, the person receiving such request shall cause a notice to be
      given
      to the shareholders entitled to vote that a meeting will be held at a time
      requested by the person calling the meeting not less than thirty-five (35)
      nor
      more than sixty (60) days after the receipt of the request.





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6.
      ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders’ meeting, annual or
      special, whether or not a quorum is present, may be adjourned from time to
      time
      by the vote of a majority of the shares the holders of which are either present
      in person or represented by proxy thereat, but in the absence of a quorum no
      other business may be transacted at such meeting. Notice of an adjourned meeting
      need not be given if (a) the meeting is adjourned for forty-five (45) days
      or
      less, (b) the time and place of the adjourned meeting are announced at the
      meeting at which the adjournment is taken, and (c) no new record date is fixed
      for the adjourned meeting. Otherwise, notice of the adjourned meeting shall
      be
      given as in the case of an original meeting.





7.
      VOTING. Except as provided below or as otherwise provided by the Articles of
      Incorporation or by law, a shareholder shall be entitled to one vote for each
      share held of record on the record date fixed for the determination of the
      shareholders entitled to vote at a meeting or if no such date is fixed, the
      date
      determined in accordance with law. Upon the demand of any shareholder made
      at a
      meeting before the voting begins, the election of Directors shall be by ballot.
      At every election of Directors, shareholders may cumulate votes and give one
      candidate a number of votes equal to the number of Directors to be elected
      multiplied by the number of votes to which the shares are entitled or distribute
      votes according to the same principal among as many candidates as desired;
      however, no shareholder shall be entitled to cumulate votes for any one or
      more
      candidates unless such candidate or candidates’ name has been placed in
      nomination prior to the voting and at least one shareholder has given notice
      at
      the meeting prior to the voting of such shareholder’s intention to cumulate
      votes.





8.
      QUORUM. A majority of the shares entitled to vote, represented in person or
      by
      proxy, constitutes a quorum for the transaction of business. No business may
      be
      transacted at a meeting in the absence of a quorum other than the adjournment
      of
      such meeting, except that if a quorum is present at the commencement of a
      meeting, business may be transacted until the meeting is adjourned even though
      the withdrawal of shareholders results in less than a quorum. If a quorum is
      present at a meeting, the affirmative vote of a majority of the shares
      represented at the meeting and entitled to vote on any matter shall be the
      act
      of the shareholders unless the vote of a larger number is required by law or
      the
      Articles of Incorporation. If a quorum is present at the commencement of a
      meeting but the withdrawal of shareholders results in less than a quorum, the
      affirmative vote of the majority of shares required to constitute a quorum
      shall
      be the act of the shareholders unless the vote of a larger number is required
      by
      law or the Articles of Incorporation. Any meeting of shareholders, whether
      or
      not a quorum is present, may be adjourned by the vote of a majority of the
      shares represented at the meeting.





9.
      CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, however
      called and noticed and wherever held, are as valid as though had at a meeting
      duly held after regular call and notice, if a quorum is present either in person
      or by proxy and if, either before or after the meeting, each of the persons
      entitled to vote who is not present at the meeting in person or by proxy signs
      a
      written waiver of notice, a consent to the holding of the meeting or an approval
      of the minutes of the meeting. For such purposes a shareholder shall not be
      considered present at a meeting if, at the beginning of the meeting, the
      shareholder objects to the transaction of any business because the meeting
      was
      not properly called or convened or, with respect to the consideration of a
      matter required to be included in the notice for the meeting which was not
      so
      included, the shareholder expressly objects to such consideration at the
      meeting.





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10.
      ACTION WITHOUT MEETING. Except as provided below or by the Articles of
      Incorporation or the California Corporations Code, any action which may be
      taken
      at any meeting of shareholders may be taken without a meeting and without prior
      notice if a consent in writing, setting forth the action so taken, is signed
      by
      the holders of outstanding shares having no less than the minimum number of
      votes which would be necessary to authorize or take such action at a meeting
      at
      which all shares entitled to vote on such action were present and voted. Unless
      the consents of all shareholders entitled to vote have been solicited in
      writing, the corporation shall give, to those shareholders entitled to vote
      who
      have not consented in writing, a written notice of (a) any shareholder approval
      obtained without a meeting pursuant to those provisions of the California
      Corporations Code set forth in Subsection 603(b)(l) of such Code at least ten
      (10) days before the consummation of the action authorized by such approval,
      and
      (b) the taking of any other action approved by shareholders without a meeting,
      which notice shall be given promptly after such action is taken.





11.
      PROXIES. A shareholder may be represented at any meeting of shareholders by
      a
      written proxy signed by the person entitled to vote or by such person’s duly
      authorized attorney-in-fact. A proxy must bear a date within eleven (11) months
      prior to the meeting, unless the proxy specifies a different length of time.
      A
      revocable proxy is revoked by a writing delivered to the Secretary of the
      corporation stating that the proxy is revoked or by a subsequent proxy executed
      by, or by attendance at the meeting and voting in person by, the person
      executing the proxy.





12.
      ELECTION INSPECTORS. One or three election inspectors may be appointed by the
      Board of Directors in advance of a meeting of shareholders or at the meeting
      by
      the Chairman of the meeting. If not previously chosen, one or three inspectors
      shall be appointed by the Chairman of the meeting if a shareholder or
      proxyholder so requests. When inspectors are appointed at the request of a
      shareholder or proxyholder, the majority of shares represented in person or
      by
      proxy shall determine whether one or three inspectors shall be chosen. The
      election inspectors shall determine all questions concerning the existence
      of a
      quorum and the right to vote, shall tabulate and determine the results of voting
      and shall do all other acts necessary or helpful to the expeditious and
      impartial conduct of the vote. If there are three inspectors, the decision,
      act
      or certificate of a majority of the inspectors is effective as if made by
      all.








DIRECTORS





13.
      POWERS. Subject to limitations of the Articles of Incorporation, the Bylaws,
      and
      the California General Corporation Law as to action to be authorized or approved
      by the shareholders, and subject to the duties of Directors as prescribed by
      the
      Bylaws, all corporate powers shall be exercised by or under the ultimate
      direction of, and the business and affairs of the corporation shall be managed
      by, the Board of Directors. Without prejudice to such general powers, but
      subject to the same limitations, it is hereby expressly declared that the
      Directors shall have the following powers:




(a)
      To
      select and remove all of the other officers, agents and employees of the
      corporation, prescribe such powers and duties for them as may be consistent
      with
      law, with the Articles of Incorporation, or the Bylaws, fix their compensation
      and require from them security for faithful service.




(b)
      To
      conduct, manage and control the affairs and business of the corporation, and
      to
      make such rules and regulations therefor not inconsistent with law, or with
      the
      Articles of Incorporation, or the Bylaws, as they may deem best.




(c)
      To
      change the principal office for the transaction of the business of the
      corporation from one location to another within the United States as provided
      in
      Section 1 hereof; to fix and locate from time to time one or more subsidiary
      offices of the corporation within or without the State of California, as
      provided in Section 2 hereof; to designate any place within or without the
      State
      of California for the holding of any shareholders’ meeting or meetings; and to
      prescribe the forms of certificates of stock, and to alter the form of such
      certificates from time to time, as in their judgment they may deem best,
      provided such certificates shall at all times comply with the provisions of
      law.




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(d)
      To
      authorize the issuance of shares of capital stock of the corporation from time
      to time, upon such terms as may be lawful.




(e)
      To
      borrow money and incur indebtedness for the purposes of the corporation, and
      to
      cause to be executed and delivered therefor, in the corporate name, promissory
      notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations,
      or
      other evidence of debt and securities therefor.





14.
      NUMBER OF DIRECTORS. The authorized number of directors of the corporation
      shall
      be fixed and may from time to time be changed by a resolution adopted by the
      board of directors.





15.
      ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of shareholders,
      Directors shall be elected to hold office for a term of one year and until
      the
      successor has been elected and qualified. Each Director, including a Director
      elected to fill a vacancy, shall hold office until the expiration of the term
      for which the Director was elected and until a successor has been elected.
      The
      Board of Directors may declare vacant the office of a Director who has been
      declared to be of unsound mind by court order or convicted of a felony.
      Vacancies on the Board of Directors not caused by removal may be filled by
      a
      majority of the Directors then in office, regardless of whether they constitute
      a quorum, or by the sole remaining Director. The shareholders may elect a
      Director at any time to fill any vacancy not filled, or which cannot be filled,
      by the Board of Directors.





16.
      REMOVAL. Except as described below, any or all of the Directors may be removed
      without cause if such removal is approved by the affirmative vote of a majority
      of the outstanding shares entitled to vote. Unless the entire Board of Directors
      is so removed no Director may be removed if (a) the votes cast against removal,
      or not consenting in writing to such removal, would be sufficient to elect
      such
      Director if voted cumulatively at an election at which the same total number
      of
      votes were cast or, if such action is taken by written consent, all shares
      entitled to vote were voted, and (b) the entire number of Directors authorized
      at the time of the Director’s most recent election were then being
      elected.





17.
      RESIGNATION. Any Director may resign by giving written notice to the Chairman
      of
      the Board, the President, the Secretary or the Board of Directors. Such
      resignation shall be effective when given unless the notice specifies a later
      time. The resignation shall be effective regardless of whether it is accepted
      by
      the corporation.





18.
      COMPENSATION. If the Board of Directors so resolves, the Directors, including
      the Chairman of the Board, shall receive compensation and expenses of attendance
      for meetings of the Board of Directors and of committees of the Board. Nothing
      herein shall preclude any Director from serving the corporation in another
      capacity and receiving compensation for such service.





19.
      COMMITTEES. The Board of Directors may, by resolution adopted by a majority
      of
      the authorized number of Directors, designate one or more committees, each
      consisting of two or more Directors, to serve at the pleasure of the Board.
      The
      Board may designate one or more Directors as alternate members of a committee
      who may replace any absent member at any meeting of the committee. To the extent
      permitted by resolution of the Board of Directors, a committee may exercise
      all
      of the authority of the Board to the extent permitted by Section 311 of the
      California Corporations Code.





20.
      INSPECTION OF RECORDS AND PROPERTIES. Each Director may inspect all books,
      records, documents and physical properties of the corporation and its
      subsidiaries at any reasonable time. Inspections may be made either by the
      Director or the Director’s agent or attorney. The right of inspection includes
      the right to copy and make extracts.





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21.
      TIME
      AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Immediately following each annual
      meeting of shareholders, the Board of Directors shall hold a regular meeting
      for
      the purposes of organizing the Board, election of officers and the transaction
      of other business. The Board may establish by resolution the times, if any,
      when
      other regular meetings of the Board shall be held. All meetings of Directors
      shall be held at the principal executive office of the corporation or at such
      other place, within or without California, as shall be designated in the notice
      for the meeting or in a resolution of the Board of Directors. Directors may
      participate in a meeting through use of conference telephone or similar
      communications equipment so long as all Directors participating in such meeting
      can hear each other.





22.
      CALL.
      Meetings of the Board of Directors, whether regular or special, may be called
      by
      the Chairman of the Board, the President, the Secretary, or any
      Director.





23.
      NOTICE. Regular meetings of the Board of Directors may be held without notice
      if
      the time of such meetings has been fixed by the Board. Special meetings shall
      be
      held upon four days’ notice by mail or 48 hours’ notice delivered personally or
      by telephone or telegraph, and regular meetings shall be held upon similar
      notice if notice is required for such meetings. Neither a notice nor a waiver
      of
      notice need specify the purpose of any regular or special meeting. If a meeting
      is adjourned for more than 24 hours, notice of the adjourned meeting shall
      be
      given prior to the time of such meeting to the Directors who were not present
      at
      the time of the adjournment.





24.
      MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any meeting of
      the
      Board of Directors, however called and noticed or wherever held, are as valid
      as
      though had at a meeting duly held after regular call and notice if a quorum
      is
      present and if, either before or after the meeting, each of the Directors not
      present signs a written waiver of notice, a consent to holding the meeting
      or an
      approval of the minutes of the meeting. For such purposes, a Director shall
      not
      be considered present at a meeting if, although in attendance at the meeting,
      the Director protests the lack of notice prior to the meeting or at its
      commencement.





25.
      ACTION WITHOUT MEETING. Any action required or permitted to be taken by the
      Board of Directors may be taken without a meeting, if all the members of the
      Board individually or collectively consent in writing to such
      action.





26.
      QUORUM AND REQUIRED VOTE. A majority of the Directors then in office shall
      constitute a quorum for the transaction of business, provided that unless the
      authorized number of Directors is one, the number constituting a quorum shall
      not be less than the greater of one-third of the authorized number of Directors
      or two Directors.





Except
      as
      otherwise provided by Subsection 307(a)(8) of the California Corporations Code,
      the Articles of Incorporation or these Bylaws, every act or decision done or
      made by a majority of the Directors present at a meeting duly held at which a
      quorum is present is the act of the Board. A meeting at which a quorum is
      initially present may continue to transact business notwithstanding the
      withdrawal of Directors, if any action taken is approved by at least a majority
      of the required quorum for such meeting. A majority of the Directors present
      at
      a meeting whether or not a quorum is present, may adjourn the meeting to another
      time and place.





27.
      COMMITTEE MEETINGS. The principles set forth in Sections 21 through 26 of these
      Bylaws shall apply to committees of the Board of Directors and to actions by
      such committees.





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28.
      LOANS. Except as provided by Section 315 of the California Corporations Code,
      the vote or written consent of the holders of a majority of the shares of all
      classes, regardless of limitations on voting rights, other than shares held
      by
      the benefited Director, officer or shareholder, shall be obtained before this
      corporation makes any loan of money or property to or guarantees the obligation
      of:




(a)
      Any
      Director or officer of the corporation, any Director or officer of any of its
      parents, or any Director or officer of any of its subsidiary corporations,
      directly or indirectly.




(b)
      Any
      person upon the security of the shares of the corporation or the shares of
      its
      parent, unless the loan or guaranty is otherwise adequately
      secured.








OFFICERS





29.
      TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the corporation
      shall
      include a Chief Executive Officer, President, a Secretary and a Treasurer.
      The
      Board of Directors may also choose a Chairman of the Board and one or more
      Vice
      Presidents, Assistant Secretaries, Assistant Treasurers or other officers.
      Any
      number of offices may be held by the same person and, unless otherwise
      determined by the Board, the Chairman of the Board and Chief Executive Officer
      or President shall be the same person. All officers shall perform their duties
      and exercise their powers subject to the direction of the Board of
      Directors.





30.
      ELECTION, TERM OF OFFICE AND VACANCIES. At its regular meeting after each annual
      meeting of shareholders, the Board of Directors shall choose the officers of
      the
      corporation. No officer need be a member of the Board of Directors except the
      Chairman of the Board. The officers shall hold office until their successors
      are
      chosen, except that the Board of Directors may remove any officer at any time.
      If an office becomes vacant for any reason, the vacancy shall be filled by
      the
      Board.





31.
      RESIGNATION. Any officer may resign at any time upon written notice to the
      corporation without prejudice to the rights, if any, of the corporation under
      any contract to which the officer is a party. Such resignation shall be
      effective when given unless the notice specifies a later time. The resignation
      shall be effective regardless of whether it is accepted by the
      corporation.





32.
      SALARIES. The Board of Directors shall fix the salaries of the Chairman of
      the
      Board and President and may fix the salaries of other employees of the
      corporation including the other officers. If the Board does not fix the salaries
      of the other officers, the President shall fix such salaries.





33.
      CHAIRMAN OF THE BOARD. The Chairman of the Board, if there shall be such an
      officer, shall, if present, preside at all meetings of the Board of Directors,
      and exercise and perform such other powers and duties as may be from time to
      time assigned to him by the Board of Directors or prescribed by the
      Bylaws.





34.
      PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless otherwise determined by the Board
      of
      Directors, the President shall be the general manager and chief executive
      officer of the corporation, shall preside at all meetings of the Board of
      Directors and shareholders, shall be ex-officio a member of any committees
      of
      the Board, shall effectuate orders and resolutions of the Board of Directors
      and
      shall exercise such other powers and perform such other duties as the Board
      of
      Directors shall prescribe.





35.
      VICE
      PRESIDENT. In the absence or disability of the President, the Vice President
      (or
      if more than one, the Vice Presidents in order of their rank as fixed by the
      Board of Directors, or if not so ranked, the Vice President designated by the
      Board of Directors) or, if none, the Secretary or Treasurer, shall perform
      all
      the duties of the President, and when so acting shall have all the powers of,
      and be subject to all the restrictions upon, the President. The Vice President
      or, if none, the Secretary or Treasurer, shall have such other powers and
      perform such other duties as from time to time may be prescribed for them
      respectively by the Board of Directors or the Bylaws.





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36.
      SECRETARY. The Secretary shall have the following powers and
      duties:




(a)
      Record of Corporate Proceedings. The Secretary shall attend all meetings of
      the
      Board of Directors and its committees and shall record all votes and the minutes
      of such meetings in a book to be kept for that purpose at the principal
      executive office of the corporation or at such other place as the Board of
      Directors may determine. The Secretary shall keep at the corporation’s principal
      executive office, if in California, or at its principal business office in
      California, if the principal executive office is not in California, the original
      or a copy of the Bylaws, as amended.




(b)
      Record of Shares. Unless a transfer agent is appointed by the Board of Directors
      to keep a share register, the Secretary shall keep at the principal executive
      office of the corporation a share register showing the names of the shareholders
      and their addresses, the number and class of shares held by each, the number
      and
      date of certificates issued, and the number and date of cancellation of each
      certificate surrendered for cancellation.




(c)
      Notices. The Secretary shall give such notices as may be required by law or
      these Bylaws.




(d)
      Additional Powers and Duties. The Secretary shall exercise such other powers
      and
      perform such other duties as the Board of Directors or President shall
      prescribe.





37.
      TREASURER (CHIEF FINANCIAL OFFICER). The Treasurer of the corporation shall
      be
      its chief financial officer. Unless otherwise determined by the Board of
      Directors, the Treasurer shall have custody of the corporate funds and
      securities and shall keep adequate and correct accounts of the corporation’s
      properties and business transactions. The Treasurer shall disburse such funds
      of
      the corporation as may be ordered by the Board of Directors, taking proper
      vouchers for such disbursements, shall render to the President and Directors,
      at
      regular meetings of the Board of Directors or whenever the Board may require,
      an
      account of all transactions and the financial condition of the corporation
      and
      shall exercise such other powers and perform such other duties as the Board
      of
      Directors or President shall prescribe.





38.
      OTHER
      OFFICERS. The other officers (if any) of this corporation shall perform such
      duties as may be assigned to them by the Board of Directors.








SHARES





39.
      CERTIFICATES. A certificate or certificates for shares of the capital stock
      of
      the corporation shall be issued to each shareholder when any such shares are
      fully paid up. All such certificates shall be signed by the Chairman of the
      Board, the President or a Vice President and the Secretary or Assistant
      Secretary.





40.
      TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of shares shall be made only
      upon the transfer books of this corporation, kept at the office of the
      corporation or transfer agent designated to transfer such shares, and before
      a
      new certificate is issued, the old certificate shall be surrendered for
      cancellation.





41.
      REGISTERED SHAREHOLDERS. Registered shareholders only shall be entitled to
      be
      treated by the corporation as the holders in fact of the shares standing in
      their respective names and the corporation shall not be bound to recognize
      any
      equitable or other claim to or interest in any share on the part of any other
      person, whether or not it shall have express or other notice thereof, except
      as
      expressly provided by the laws of California.





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42.
      LOST
      OR DESTROYED CERTIFICATES. The corporation may cause a new stock certificate
      to
      be issued in place of any certificate previously issued by the corporation
      alleged to have been lost, stolen or destroyed. The corporation may, at its
      discretion and as a condition precedent to such issuance, require the owner
      of
      such certificate to deliver an affidavit stating that such certificate was
      lost,
      stolen or destroyed, or to give the corporation a bond or other security
      sufficient to indemnify it against any claim that may be made against it,
      including any expense or liability, on account of the alleged loss, theft or
      destruction or the issuance of a new certificate.





43.
      RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of Directors may fix a time,
      in the future, not more than sixty (60) nor less than ten (10) days prior to
      the
      date of any meeting of shareholders, or not more than sixty (60) days prior
      to
      the date fixed for the payment of any dividend or distribution, or for the
      allotment of rights, or when any change or conversion or exchange of shares
      shall go into effect, as a record date for the determination of the shareholders
      entitled to notice of and to vote at any such meeting, or entitled to receive
      any such dividend or distribution, or any such allotment of rights, or to
      exercise the rights in respect to any such change, conversion, or exchange
      of
      shares, and in such case except as provided by law, only shareholders of record
      on the date so fixed shall be entitled to notice of and to vote at such meeting
      or to receive such dividend, distribution, or allotment of rights, or to
      exercise such rights, as the case may be, notwithstanding any transfer of any
      shares on the books of the corporation after any record date fixed as aforesaid.
      A determination of shareholders of record entitled to notice of or to vote
      at a
      meeting of shareholders shall apply to any adjournment of the meeting unless
      the
      Board of Directors fixes a new record date. The Board of Directors shall fix
      a
      new record date if the adjourned meeting takes place more than 45 days from
      the
      date set for the original meeting.





44.
      TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more
      transfer agents or transfer clerks, and one or more registrars, who shall be
      appointed at such times and places as the requirements of the corporation may
      necessitate and the Board of Directors may designate.








AMENDMENTS





45.
      ADOPTION OF AMENDMENTS. These Bylaws may be adopted, amended or repealed by
      the
      Board of Directors without shareholder approval or by a majority vote of the
      Shareholders.





46.
      RECORD OF AMENDMENTS. Whenever an amendment or new Bylaw is adopted, it shall
      be
      copied in the Book of Bylaws with the original Bylaws, in the appropriate place.
      If any Bylaws or Bylaw is repealed, the fact of repeal with the date of the
      meeting at which the repeal was enacted or written assent was filed shall be
      stated in said book.








CORPORATE
      SEAL





47.
      FORM
      OF SEAL. The corporation may adopt and use a corporate seal but shall not be
      required to do so. If adopted and used, the corporate seal shall be circular
      in
      form, and shall have inscribed thereon the name of the corporation, the date
      of
      its incorporation and the word “California.”




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MISCELLANEOUS





48.
      CHECKS DRAFTS, ETC. All checks, drafts, or other orders for payment of money,
      notes, or other evidences of indebtedness, issued in the name of or payable
      to
      the corporation, shall be signed or endorsed by such person or persons and
      in
      such manner as, from time to time shall be determined by resolution of the
      Board
      of Directors.





49.
      CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as otherwise
      provided in these Bylaws, may authorize any officer or officers, or agent or
      agents, to enter into any contract or execute any instrument in the name of
      and
      on behalf of the corporation, and such authority may be general or confined
      to
      specific instances; and unless so authorized by the Board of Directors, no
      officer, agent or employee shall have any power or authority to bind the
      corporation by any contract or engagement or to pledge its credit or to render
      it liable for any purpose or for any amount.





50.
      REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman of the Board,
      the
      President or any Vice President and the Secretary or Assistant Secretary of
      this
      corporation are authorized to vote, represent, and exercise on behalf of this
      corporation all rights incident to any and all shares of any other corporation
      or corporations standing in the name of this corporation. The authority herein
      granted to said officers to vote or represent on behalf of this corporation
      any
      and all shares held by this corporation in any other corporation or corporations
      may be exercised either by such officers in person or by any other person
      authorized so to do by proxy or power of attorney duly executed by said
      officers.





51.
      INSPECTION OF BYLAWS. The corporation shall keep in its principal office for
      the
      transaction of business the original or a copy of these Bylaws as amended or
      otherwise altered to date, certified by the Secretary, which shall be open
      to
      inspection by the shareholders at all reasonable times during office
      hours.





52.
      ANNUAL REPORT. The annual report to shareholders specified in Section 1501
      of
      the California Corporations Code is dispensed with except as the Board of
      Directors may otherwise determine, so long as there are less than 100 holders
      of
      record of the corporation’s shares. Any such annual report sent to shareholders
      shall be sent at least 15 days prior to the next annual meeting of
      shareholders.





53.
      CONSTRUCTION AND DEFINITIONS. Unless the context otherwise requires, the general
      provisions, rules and construction, and definitions contained in the California
      General Corporation Law shall govern the construction of these Bylaws. Without
      limiting the generality of the foregoing, the masculine gender includes the
      feminine and neuter, the singular number includes the plural and the plural
      number includes the singular, and the term “person” includes a corporation as
      well as a natural person.




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