EXHIBIT 3.2




AMENDED
AND RESTATED


BYLAWS


OF


FRANKLIN
WIRELESS CORP.


(amended
and restated as of September 18, 2009)




ARTICLE
I


Offices





The
principal office of the corporation shall be designated from time to time by the
corporation and may be within or outside of Nevada.




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




The
registered office of the corporation required by the Nevada General Corporation
Law to be maintained in Nevada 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.





ARTICLE
II


Shareholders





Section
1.  Annual
Meeting.  The annual meeting of the shareholders shall be held
each year on a date and at a time fixed by the board of directors of the
corporation (or by the president in the absence of action by the board of
directors) for the purpose of electing directors and for the transaction of such
other business as may come before the meeting.  If the election of
directors is not held on the day fixed as provided herein for any annual meeting
of the shareholders, or any adjournment thereof, the board of directors shall
cause the election to be held at a special meeting of the shareholders as soon
thereafter as it may conveniently be held.




A
shareholder may apply to the district court in the county in Nevada where the
corporation’s principal office is located or, if the corporation has no
principal office in Nevada, to the district court of the county in which the
corporation’s registered office is located to seek an order that a shareholder
meeting be held (i) if an annual meeting was not held within six months after
the close of the corporation’s most recently ended fiscal year or fifteen months
after its last annual meeting, whichever is earlier, or (ii) if the shareholder
participated in a proper call of or proper demand for a special meeting and
notice of the special meeting was not given within thirty days after the date of
the call or the date the last of the demands necessary to require calling of the
meeting was received by the corporation pursuant to Nevada corporate law, or the
special meeting was not held in accordance with the notice.




Section
2.  Special
Meetings.   Unless otherwise prescribed by statute,
special meetings of the shareholders may be called for any purpose by the
president, by the board of directors, or by any two directors.









Section
3.  Place of
Meeting.   The board of directors may designate any place,
either within or outside Nevada, as the place for any annual meeting or any
special meeting called by the board of directors.  A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or outside Nevada, as the place for such
meeting.  If no designation is made, or if a special meeting is called
other than by the board, the place of meeting shall be the principal office of
the corporation.




Section
4.  Notice of
Meeting.  Written notice stating the place, date, and hour of
the meeting shall be given not less than ten nor more than sixty days before the
date of the meeting, except that (i) if the number of authorized shares is to be
increased, at least thirty days’ notice shall be given, or (ii) any other longer
notice period is required by the Nevada General Corporation Law.  The
secretary shall be required to give such notice only to shareholders entitled to
vote at the meeting except as otherwise required by the Nevada General
Corporation Law.




Notice of
a special meeting shall include a description of the purpose or purposes of the
meeting.  Notice of an annual meeting need not include a description
of the purpose or purposes of the meeting except the purpose or purposes shall
be stated with respect to (i) an amendment to the articles of incorporation of
the corporation, (ii) a merger or share exchange in which the corporation is a
party and, with respect to a share exchange, in which the corporation’s shares
will be acquired, (iii) a sale, lease, exchange or other disposition, other than
in the usual and regular course of business, of all or substantially all of the
property of the corporation or of another entity which this corporation
controls, in each case with or without the goodwill, (iv) a dissolution of the
corporation, (v) restatement of the articles of incorporation, or (vi) any other
purpose for which a statement of purpose is required by the Nevada General
Corporation Law.  Notice shall be given personally or by mail, private
carrier, telegraph, electronically transmitted facsimile or other form of wire
or wireless communication by or at the direction of the president, the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting.  If mailed and if in a
comprehensible form, such notice shall be deemed to be given and effective when
deposited in the United States mail, properly addressed to the shareholder at
his address as it appears in the corporation’s current record of shareholders,
with first class postage prepaid.  If notice is given other than by
mail, and provided that such notice is in a comprehensible form, the notice is
given and effective on the date actually received by the
shareholder.




If
requested by the person or persons lawfully calling such meeting, the secretary
shall give notice thereof at corporate expense.  No notice need be
sent to any shareholder if three successive notices mailed to the last known
address of such shareholder have been returned as undeliverable until such time
as another address for such shareholder is made known to the corporation by such
shareholder.  In order to be entitled to receive notice of any
meeting, a shareholder shall advise the corporation in writing of any change in
such shareholder’s mailing address as shown on the corporation’s books and
records.




2




When a
meeting is adjourned to another date, time or place, notice need not be given of
the new date, time or place if the new date, time or place of such meeting is
announced before adjournment at the meeting at which the adjournment is
taken.  At the adjourned meeting the corporation may transact any
business which may have been transacted at the original meeting.  If
the adjournment is for more than 120 days, or if a new record date is fixed for
the adjourned meeting, a new notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the meeting as of the new record
date.




A
shareholder may waive notice of a meeting before or after the time and date of
the meeting by a writing signed by such shareholder.  Such waiver
shall be delivered to the corporation for filing with the corporate records, but
this delivery and filing shall not be conditions to the effectiveness of the
waiver.  Further, by attending a meeting either in person or by proxy,
a shareholder waives objection to lack of notice or defective notice of the
meeting unless the shareholder objects at the beginning of the meeting to the
holding of the meeting or the transaction of business at the meeting because of
lack of notice or defective notice.  By attending the meeting, the
shareholder also waives any objection to consideration at the meeting of a
particular matter not within the purpose or purposes described in the meeting
notice unless the shareholder objects to considering the matter when it is
presented.




Section
5.  Fixing of Record
Date.   For the purpose of determining shareholders
entitled to (i) notice of or vote at any meeting of shareholders or any
adjournment thereof, (ii) receive distributions or share dividends, (iii) demand
a special meeting, or (iv) make a determination of shareholders for any other
proper purpose, the board of directors may fix a future date as the record date
for any such determination of shareholders, such date in any case to be not more
than seventy days, and, in case of a meeting of shareholders, not less than ten
days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken.  If no record date is
fixed by the directors, the record date shall be the day before the notice of
the meeting is given to shareholders, or the date on which the resolution of the
board of directors providing for a distribution is adopted, as the case may
be.  When a determination of shareholders entitled to vote at any
meeting of shareholders is made as provided in this section, such determination
shall apply to any adjournment thereof unless the board of directors fixes a new
record date, which it must do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting.  Unless
otherwise specified when the record date is fixed, the time of day for such
determination shall be as of the corporation’s close of business on the record
date.




Notwithstanding
the above, the record date for determining the shareholders entitled to take
action without a meeting or entitled to be given notice of action so taken shall
be the date a writing upon which the action is taken is first received by the
corporation.  The record date for determining shareholders entitled to
demand a special meeting shall be the date of the earliest of any of the demands
pursuant to which the meeting is called.




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Section
6.  Voting
Lists.  After a record date is fixed for a shareholders’
meeting, the secretary shall make, at the earlier of ten days before such
meeting or two business days after notice of the meeting has been given, a
complete list of the shareholders entitled to be given notice of such meeting or
any adjournment thereof.  The list shall be arranged by voting groups
and within each voting group by class or series of shares, shall be in
alphabetical order within each class or series, and shall show the address of
and the number of shares of each class or series held by each
shareholder.  For the period beginning the earlier of ten days prior
to the meeting or two business days after notice of the meeting is given and
continuing through the meeting and any adjournment thereof, this list shall be
kept on file at the principal office of the corporation, or at a place (which
shall be identified in the notice) in the city where the meeting will be
held.  Such list shall be available for inspection on written demand
by any shareholder (including for the purpose of this Section 6 any holder of
voting trust certificates) or his agent or attorney during regular business
hours and during the period available for inspection.  The original
stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.




Any
shareholder, his agent or attorney may copy the list during regular business
hours and during the period it is available for inspection, provided (i) the
shareholder has been a shareholder for at least three months immediately
preceding the demand or holds at least five percent of all outstanding shares of
any class of shares as of the date of the demand, (ii) the demand is made in
good faith and for a purpose reasonably related to the demanding shareholder’s
interest as a shareholder, (iii) the shareholder describes with reasonable
particularity the purpose and the records the shareholder desires to inspect,
(iv) the records are directly connected with the described purpose, and (v) the
shareholder pays a reasonable charge covering the costs of labor and material
for such copies, not to exceed the estimated cost of production and
reproduction.




Section
7.  Recognition
Procedure for Beneficial Owners.  The board of directors may
adopt by resolution a procedure whereby a shareholder of the corporation may
certify in writing to the corporation that all or a portion of the shares
registered in the name of such shareholder are held for the account of a
specified person or persons.  The resolution may set forth (i) the
types ofnominees
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 shareholder making the certification.




Section
8.  Quorum and Manner
of Acting.   A majority of the votes entitled to be cast
on a matter by a voting group represented in person or by proxy, shall
constitute a quorum of that voting group for action on the matter.  If
less than a majority of such votes are represented at a meeting, a majority of
the votes so represented may adjourn the meeting from time to time without
further notice, for a period not to exceed 120 days for any one
adjournment.  If a quorum is present at such adjourned meeting, any
business may be transacted which might have been transacted at the meeting as
originally noticed.  The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, unless the
meeting is adjourned and a new record date is set for the adjourned
meeting.




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If a
quorum exists, action on a matter other than the election of directors by a
voting group is approved if the votes cast within the voting group favoring the
action exceed the votes cast within the voting group opposing the action, unless
the vote of a greater number or voting by classes is required by law or the
articles of incorporation.




Section
9.  Proxies.  At all
meetings of shareholders, a shareholder may vote by proxy by signing an
appointment form or similar writing, either personally or by his duly authorized
attorney-in-fact.  A shareholder may also appoint a proxy by
transmitting or authorizing the transmission of a telegram, 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
shareholder 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
shareholders’ meeting of the shareholder 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 shareholder 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 shareholder
(including a shareholder who is a successor to the shareholder 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 shareholder to another person
not to revoke the appointment.




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Subject
to Section 11 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 shareholder making the appointment.




Section
10.  Voting of
Shares.   Each outstanding share, regardless of class,
shall be entitled to one vote, except in the election of directors, and each
fractional share shall be entitled to a corresponding fractional vote on each
matter submitted to a vote at a meeting of shareholders, except to the extent
that the voting rights of the shares of any class or classes are limited or
denied by the articles of incorporation as permitted by the Nevada Business
Corporation Code.  Cumulative voting shall not be permitted in the
election of directors or for any other purpose.  Each record holder of
stock shall be entitled to vote in the election of directors and shall have as
many votes for each of the shares owned by him as there are directors to be
elected and for whose election he has the right to vote.




At each
election of directors, that number of candidates equaling the number of
directors to be elected, having the highest number of votes cast in favor of
their election, shall be elected to the board of directors.




Except as
otherwise ordered by a court of competent jurisdiction upon a finding that the
purpose of this Section would not be violated in the circumstances presented to
the court, the shares of the corporation are not entitled to be voted if they
are owned, directly or indirectly, by a second corporation, domestic or foreign,
and the first corporation owns, directly or indirectly, a majority of the shares
entitled to vote for directors of the second corporation except to the extent
the second corporation holds the shares in a fiduciary capacity.




Redeemable
shares are not entitled to be voted after notice of redemption is mailed to the
holders and a sum sufficient to redeem the shares has been deposited with a
bank, trust company or other financial institution under an irrevocable
obligation to pay the holders the redemption price on surrender of the
shares.




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





(i)
            the
      shareholder 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 shareholder 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;




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(iii)
            the
      name signed purports to be that of a receiver or trustee in bankruptcy of
      the shareholder 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 shareholder and, if the corporation requests,
      evidence acceptable to the corporation of the signatory’s authority to
      sign for the shareholder has been presented with respect to the vote,
      consent, waiver, proxy appointment or proxy appointment
      revocation;





(v)
            two
      or more persons are the shareholder 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
  11.





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 shareholder.




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
12. Action by Shareholders By
Written Consent Prohibited.  All actions required or permitted
to be taken by the shareholders shall be taken at a duly convened meeting of
shareholders. No shareholder action may be taken by written
consent.




Section
13.  Meetings by
Telecommunication.  Any or all of the shareholders may
participate in an annual or special shareholders’ 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 or otherwise communicate with each other
during the meeting.  A shareholder participating in a meeting by this
means is deemed to be present in person at the meeting.




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Section
14. Advance Notice of
Nominations of Persons for Election to the Board of Directors and Other
Matters




(a)
Nominations. Nominations of persons for election to the Board of Directors and
the proposal of business to be considered by the shareholders may
be  made at an annual meeting of the shareholders only (A) pursuant to
the corporation’s notice of meeting (or any supplement thereto), (B) by or at
the direction of the Board of Directors or (C) by any shareholder of the
corporation who was a shareholder of record of the corporation at  the
time the notice provided for in this Section is delivered to the Secretary, who
is entitled to vote at the meeting and who complies with  the notice
procedures set forth in this Section.




(b)
Notice. For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (C) of Section 14(a), the
shareholder must have given timely notice thereof in writing to the Secretary
and any such proposed business other than the nominations of persons for
election to the Board of Directors must constitute a proper matter for
shareholder action. To be timely, a shareholder’s notice must be delivered to
the Secretary at the principal executive offices of the corporation not later
than the close of  business on the 90th day nor earlier than the close
of business on the 120th day before the first anniversary of the preceding
year’s annual meeting (provided, however, that if the date of the annual meeting
is more than 30 days before or more than 70 days after such anniversary date,
notice by the shareholder must be so delivered not earlier than  the
close of business on the 120th day before such annual meeting and  not
later than the close of business on the later of the 90th day
before        such annual meeting or the
10th day following the day on which public announcement of the date of such
meeting is first made by the  corporation). In no event will the
public announcement of an adjournment or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving of a
shareholder’s notice as described above. Such shareholder’s notice will set
forth: (A) as to each person whom the shareholder proposes to nominate for
election as a director all information relating to such person that is required
to be disclosed in solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended  (the
"Exchange Act") and Rule 14a-11 thereunder (and such person’s  written
consent to being named in the proxy statement as a nominee and  to
serving as a director if elected); (B) as to any other business that the
shareholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the text of the proposal or
business (including the text of any resolutions proposed for consideration and,
in the event that such business includes a proposal to amend the Bylaws of the
corporation, the language of the proposed amendment), the  reasons for
conducting such business at the meeting and any material interest in such
business of such shareholder and the beneficial owner,  if any, on
whose behalf the proposal is made; and (C) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (1) the name and address of such shareholder, as they appear on
the corporation’s books, and of such beneficial owner, (2) the class and number
of shares of capital stock of  the corporation that are owned
beneficially and of record by such  shareholder and such beneficial
owner, (3) a representation that the shareholder is a holder of record of stock
of the corporation entitled to vote at such meeting and intends to appear in
person or by proxy at such meeting to propose such business or nomination, and
(4) a  representation whether the shareholder or beneficial owner, if
any, intends or is part of a group that intends (x) to deliver a proxy statement
and/or form of proxy to holders of at least the percentage of  the
corporation’s outstanding capital stock required to approve or
adopt  the proposal or elect the nominee and/or (y) otherwise to
solicit proxies from shareholders in support of such proposal or nomination. The
corporation may require any proposed nominee to furnish such other information
as it may reasonably require to determine the eligibility of such proposed
nominee to serve as a director of the corporation.




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(c)
Increase in Number of Directors. Notwithstanding anything in the second sentence
of paragraph (b) above to the contrary, if the number of directors to be elected
to the Board of Directors at the annual meeting is increased and there is no
public announcement by the corporation naming the nominees for
the  additional directorships at least 100 days before the first
anniversary of the preceding year’s annual meeting, a shareholder’s notice
required by this Section will also be considered timely, but only with respect
to nominees for the additional directorships, if it is delivered to the
Secretary of the corporation at the principal executive offices of the
corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by
the  corporation.




(d)
Special Meetings of Shareholders. Only such business will be conducted at a
special meeting of the shareholders as will have been brought before the meeting
pursuant to the corporation’s notice of meeting. Nominations of persons for
election to the Board of Directors may be made at a special meeting of the
shareholders at which directors are to be elected pursuant to the corporation’s
notice of meeting (A) by or at the direction of the Board of Directors or (B)
provided that the Board of Directors has determined that directors will be
elected at such meeting, by any shareholder of the corporation who is a
shareholder of record at the time the notice provided for in this Section is
delivered to the Secretary, who is entitled to vote at the meeting and upon such
election, and who complies with the notice procedures set forth in this Section.
If the corporation calls a special meeting of the shareholders for the purpose
of electing one or more directors to the Board of Directors, any shareholder
entitled to vote in such election of directors may nominate a person or persons
(as the case may be) for election to such position(s) as specified in the
corporation’s notice of meeting, if the shareholder’s notice required by
paragraph (b) is delivered to the Secretary at the principal executive offices
of the corporation not earlier than the close of business on the 120th day
before such special meeting and not later than the close of business on the
later of the 90th day before such special meeting or the 10th day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event will the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any time
period) for the giving of a shareholder’s notice as described
above.




(e)
Eligibility. Only persons who are nominated in accordance with the procedures
set forth in this Section 14 will be eligible to be elected at an annual or
special meeting of the shareholders of the corporation to serve as directors and
only such business will be conducted at a meeting of the shareholders as will
have been brought before the meeting in accordance with the procedures set forth
in this Section. Except as otherwise provided by law, the Chairman of the Board,
as chairman of the meeting, will have the power and duty (A) to determine
whether a nomination or any business proposed to be brought before the meeting
was made or  proposed, as the case may be, in accordance with the
procedures set forth in this Section 14 (including whether the shareholder or
beneficial owner, if any, on whose behalf the nomination or proposal is made
or  solicited (or is part of a group which solicited) or did not so
solicit,  as the case may be, proxies in support of such shareholder’s
nominee or proposal in compliance with such shareholder’s representation
as  required by this Section 14 if any proposed nomination
or  business was not made or proposed in compliance with the Section
14, to declare that such nomination will be disregarded or that such proposed
business will not be transacted.




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(f)
Compliance With Exchange Act. Notwithstanding the foregoing provisions of this
Section 14, a shareholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 14. Nothing in this Section 14 will be deemed
to affect any rights of shareholders to request inclusion of proposals in the
corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange
Act.





ARTICLE
III


Board
of Directors





Section
1.  General
Powers.  All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, its board of directors, except as otherwise
provided in the Nevada General Corporation Law or the articles of
incorporation.




Section
2.  Number,
Qualifications and Tenure.  The number of directors of the
corporation shall be fixed from time to time by the board of directors, within a
range of no less than two and no more than fifteen, but no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director.  A director shall be a natural person who is
eighteen years of age or older.  A director need not be a resident of
Nevada or a shareholder of the corporation.




Directors
shall be elected at each annual meeting of shareholders.  Each
director shall hold office until the next annual meeting of shareholders
following his election and thereafter until his successor shall have been
elected and qualified.  Directors shall be removed in the manner
provided by the Nevada General Corporation Law.  Any director may be
removed by the shareholders of the voting group that elected the director, with
or without cause, at a meeting called for that purpose.  The notice of
the meeting shall state that the purpose or one of the purposes of the meeting
is removal of the director.  A director may be removed only if the
number of votes cast in favor of removal exceeds the number of votes cast
against removal.




Section
3.  Vacancies.  Any
director may resign at any time by giving written notice to the
secretary.  Such resignation shall take effect at the time the notice
is received by the secretary unless the notice specifies a later effective
date.  Unless otherwise specified in the notice of resignation, the
corporation’s acceptance of such resignation shall not be necessary to make it
effective.  Any vacancy on the board of directors may be filled by the
affirmative vote of a majority of the shareholders at a special meeting called
for that purpose or by the board of directors.  If the directors
remaining in office constitute fewer than a quorum of the board, the directors
may fill the vacancy by the affirmative vote of a majority of all the directors
remaining in office.  If elected by the directors, the director shall
hold office until the next annual shareholders’ meeting at which directors are
elected.  If elected by the shareholders, the director shall hold
office for the unexpired term of his predecessor in office; except that, if the
director’s predecessor was elected by the directors to fill a vacancy, the
director elected by the shareholders shall hold office for the unexpired term of
the last predecessor elected by the shareholders.




10




Section
4.  Regular
Meetings.  A regular meeting of the board of directors shall be
held without notice immediately after and at the same place as the annual
meeting of shareholders.  The board of directors may provide by
resolution the time and place, either within or outside Nevada, for the holding
of additional regular meetings without other notice.




Section
5.  Special
Meetings.  Special meetings of the board of directors may be
called by or at the request of the president or any one (1) of the
directors.  The person or persons authorized to call special meetings
of the board of directors may fix any place, either within or outside Nevada, as
the place for holding any special meeting of the board of directors called by
them.




Section
6.  Notice.  Notice of
the date, time and place of any special meeting shall be given to each director
at least two days prior to the meeting by written notice either personally
delivered or mailed to each director at his business address, or by notice
transmitted by private courier, telegraph, electronically transmitted facsimile
or other form of wire or wireless communication.  If mailed, such
notice shall be deemed to be given and to be effective on the earlier of (i)
five days after such notice is deposited in the United States mail, properly
addressed, with first class postage prepaid, or (ii) the date shown on the
return receipt, if mailed by registered or certified mail return receipt
requested, provided that the return receipt is signed by the director to whom
the notice is addressed.  If notice is given by telex, electronically
transmitted facsimile or other similar form of wire or wireless communication,
such notice shall be deemed to be given and to be effective when sent, and with
respect to a telegram, such notice shall be deemed to be given and to be
effective when the telegram is delivered to the telegraph company.  If
a director has designated in writing one or more reasonable addresses or
facsimile numbers for delivery of notice to him, notice sent by mail, telegraph,
electronically transmitted facsimile or other form of wire or wireless
communication shall not be deemed to have been given or to be effective unless
sent to such addresses or facsimile numbers, as the case may be.




A
director may waive notice of a meeting before or after the time and date of the
meeting by a writing signed by such director.  Such waiver shall be
delivered to the secretary for filing with the corporate records, but such
delivery and filing shall not be conditions to the effectiveness of the
waiver.  Further, a director’s attendance at or participation in a
meeting waives any required notice to him of the meeting unless at the beginning
of the meeting, or promptly upon his later arrival, the director objects to
holding the meeting or transacting business at the meeting because of lack of
notice or defective notice and does not thereafter vote for or assent to action
taken at the meeting.  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
7.  Quorum.  A majority
of the number of directors fixed by the board of directors pursuant to Article
III, Section 2 or, if no number is fixed, a majority of the number in office
immediately before the meeting begins, shall constitute a quorum for the
transaction of business at any meeting of the board of directors.




11




Section
8.  Manner of
Acting.  The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of
directors.




Section
9.  Compensation.  By
resolution of the board of directors, any director may be paid any one or more
of the following:  his expenses, if any, of attendance at meetings, a
fixed sum for attendance at each meeting, a stated salary as director, or such
other compensation as the corporation and the director may reasonably agree
upon.  No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor.




Section
10.  Presumption of
Assent.  A director of the corporation who is present at a
meeting of the board of directors or committee of the board at which action on
any corporate matter is taken shall be presumed to have assented to all action
taken at the meeting unless (i) the director objects at the beginning of the
meeting, or promptly upon his arrival, to the holding of the meeting or the
transaction of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting, (ii) the director contemporaneously
requests that his dissent or abstention as to any specific action taken be
entered in the minutes of the meeting, or (iii) the director causes written
notice of his dissent or abstention as to any specific action to be received by
the presiding officer of the meeting before its adjournment or by the secretary
promptly after the adjournment of the meeting.  A director may dissent
to a specific action at a meeting, while assenting to others.  The
right to dissent to a specific action taken at a meeting of the board of
directors or a committee of the board shall not be available to a director who
voted in favor of such action.




Section
11.  Committees.  By
resolution adopted by a majority of all the directors in office when the action
is taken, the board of directors may designate from among its members an
executive committee and one or more other committees, and appoint one or more
members of the board of directors to serve on them.  To the extent
provided in the resolution, each committee shall have all the authority of the
board of directors, except that no such committee shall have the authority to
(i) authorize distributions, (ii) approve or propose to shareholders actions or
proposals required by the Nevada General Corporation Law to be approved by
shareholders, (iii) fill vacancies on the board of directors or any committee
thereof, (iv) amend articles of incorporation, (v) adopt, amend or repeal the
bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii)
authorize or approve the reacquisition of shares unless pursuant to a formula or
method prescribed by the board of directors, or (viii) authorize or approve the
issuance or sale of shares, or contract for the sale of shares or determine the
designations and relative rights, preferences and limitations of a class or
series of shares, except that the board of directors may authorize a committee
or officer to do so within limits specifically prescribed by the board of
directors.  The committee shall then have full power within the limits
set by the board of directors to adopt any final resolution setting forth all
preferences, limitations and relative rights of such class or series and to
authorize an amendment of the articles of incorporation stating the preferences,
limitations and relative rights of a class or series for filing with the
Secretary of State under the Nevada General Corporation Law.




12




Sections
4, 5, 6, 7, 8 or 12 of Article III, 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 11.




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 set forth in Article III, Section 14 of these bylaws.




Section
12.  Action by
Directors By Written
Consent.  Any action required or permitted to be taken at a
meeting of the directors or any committee designated by the board of directors
may be taken without a meeting if a written consent (or counterparts thereof)
that sets forth the action so taken is signed by all of the directors entitled
to vote with respect to the action taken.  Such consent shall have the
same force and effect as a unanimous vote of the directors or committee members
and may be stated as such in any document.  Unless the consent
specifies a different effective time or date, action taken under this Section 12
is effective at the time or date the last director signs a writing describing
the action taken, unless, before such time, any director has revoked his consent
by a writing signed by the director and received by the president or the
secretary of the corporation.




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 or otherwise communicate with 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 shareholders 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.




13


ARTICLE
IV


Officers
and Agents





Section
1.  General.  The
officers of the corporation shall be a president, a secretary and a treasurer,
and may also include one or more vice presidents, each of which officer shall be
appointed by the board of directors and shall be a natural person eighteen years
of age or older.  One person may hold more than one
office.  The board of directors or an officer or officers so
authorized by the board may appoint such other officers, assistant officers,
committees and agents, including a chairman of the board, assistant secretaries
and assistant treasurers, as they may consider necessary.  Except as
expressly prescribed by these bylaws, 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 authority and duties and their
compensation, provided that the board of directors may change the authority,
duties and compensation of any officer who is not appointed by the
board.




Section
2.  Appointment and
Term of Office.  The officers of the corporation to be
appointed by the board of directors shall be appointed at each annual meeting of
the board held after each annual meeting of the shareholders.  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 determined by the board of directors or the
appointing person or persons.  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 president, secretary or other person who appoints
such officer.  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.  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.




14




Section
5.  President.  The
president shall preside at all meetings of shareholders and all meetings of the
board of directors unless the board of directors has appointed a chairman, vice
chairman, or other officer of the board and has authorized such person to
preside at meetings of the board of directors.  Subject to the
direction and supervision of the board of directors, the president shall be the
chief executive officer of the corporation, and shall have general and active
control of its affairs and business and general supervision of its officers,
agents and employees.  Unless otherwise directed by the board of
directors, the president shall attend in person or by substitute appointed by
him, or shall execute on behalf of the corporation written instruments
appointing a proxy or proxies to represent the corporation, at all meetings of
the stockholders of any other corporation in which the corporation holds any
stock.  On behalf of the corporation, the president may in person or
by substitute or by proxy execute written waivers of notice and consents with
respect to any such meetings.  At all such meetings and otherwise, the
president, in person or by substitute or proxy, may vote the stock held by the
corporation, execute written consents and other instruments with respect to such
stock, and exercise any and all rights and powers incident to the ownership of
said stock, subject to the instructions, if any, of the board of
directors.  The president shall have custody of the treasurer’s bond,
if any.  The president shall have such additional authority and duties
as are appropriate and customary for the office of president and chief executive
officer, except as the same may be expanded or limited by the board of directors
from time to time.




Section
6.  Vice
Presidents.  The vice presidents shall assist the president and
shall perform such duties as may be assigned to them by the president or by the
board of directors.  In the absence of 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 president, or if neither 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 president.




Section
7.  Secretary.  The
secretary shall (i) prepare and maintain as permanent records the minutes of the
proceedings of the shareholders and the board of directors, a record of all
actions taken by the shareholders 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 shareholders 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 shareholders in a form that permits
preparation of a list of shareholders 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 shareholder, 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
articles of incorporation, bylaws, minutes of all shareholders’ meetings and
records of all action taken by shareholders without a meeting for the past three
years, all written communications within the past three years to shareholders 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.  Assistant secretaries, if
any, shall have the same duties and powers, subject to supervision by the
secretary.  The directors and/or shareholders may however respectively
designate a person other than the secretary or assistant secretary to keep the
minutes of their respective meetings.




15





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
8.  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.  Subject
to the limits imposed by 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 the Nevada General Corporation Law, 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.





16





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 shareholders.  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.  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.  All certificates shall be consecutively numbered,
and the names of the owners, the number of shares, and the date of issue shall
be entered on the books of the corporation.  Each certificate
representing shares shall state upon its face:






(i)
            That
      the corporation is organized under the laws of
    Nevada;(ii)
            The
      name of the person to whom issued;(iii)
            The
      number and class of the shares and the designation of the series, if any,
      that the certificate represents;(iv)
            The
      par value, if any, of each share represented by the
      certificate;(v)
            Any
      restrictions imposed by the corporation upon the transfer of the shares
      represented by the
certificate.




If shares
are not represented by certificates, within a reasonable time following the
issue or transfer of such shares, the corporation shall send the shareholder a
complete written statement of all of the information required to be provided to
holders of uncertificated shares by the Nevada General Corporation
Law.




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.




17




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.  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 at the place designated by the board of
directors.




Except as
otherwise expressly provided in Article II, Sections 7 and 11, and except for
the assertion of dissenters’ rights to the extent provided in Article 113 of the
Nevada General Corporation 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 Nevada.  They shall have such rights and duties and shall
be entitled to such compensation as may be agreed.





ARTICLE
VI


Indemnification
of Certain Persons





Section
1.  Indemnification.  For
purposes of Article VI, a “Proper Person” means any person (including the estate
or personal representative of a director) 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.  Official
capacity means, when used with respect to a director, the office of director
and, when used with respect to any other Proper Person, the office in a
corporation held by the officer or the employment, fiduciary or agency
relationship undertaken by the employee, fiduciary, or agent on behalf of the
corporation.  Official capacity does not include service for any other
domestic or foreign corporation or other person or employee benefit
plan.




18




A
director’s conduct with respect to an employee benefit plan for a purpose the
director reasonably believed to be in the interests of the participants in or
beneficiaries of the plan is conduct that satisfies the requirement in (ii) of
this Section 1.  A director’s conduct with respect to an employee
benefit plan for a purpose that the director did not reasonably believe to be in
the interests of the participants in or beneficiaries of the plan shall be
deemed not to satisfy the requirement of this section that he conduct himself in
good faith.




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 1 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.




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 1 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 determined in the specific case 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 1 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
shareholders.




19




Authorization
of indemnification and advance of expenses shall be made in the same manner as
the determination that indemnification or advance of expenses is permissible
except that, if the determination that indemnification or advance of expenses is
permissible is made by independent legal counsel, authorization of
indemnification and advance of expenses shall be made by the body that selected
such counsel.




Section
5.  Court-Ordered
Indemnification. Any Proper Person may apply for indemni-fication 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 a court determines that the Proper Person is
entitled to indemnification under Section 2 of this Article, the court shall
order indemnification, including the Proper Person’s 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 1 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.




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 1 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.




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Section
7.  Additional
Indemnification to Certain Persons Other Than Directors.  In
addition to the indemnification provided to officers, employees, fiduciaries or
agents because of their status as Proper Persons under this Article, the
corporation may also indemnify and advance expenses to them if they are not
directors of the corporation to a greater extent than is provided in these
bylaws, if not inconsistent with public policy, and if provided for by general
or specific action of its board of directors or shareholders or by
contract.




Section
8. 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 or named as a defendant or respondent in the
proceeding.




Section
9.  Report to
Shareholders.  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
shareholders with or before the notice of the next shareholders’
meeting.  If the next shareholder action is taken without a meeting at
the instigation of the board of directors, such notice shall be given to the
shareholders at or before the time the first shareholder signs a writing
consenting to such action.





ARTICLE
VII


Provision
of Insurance





Section
1.  Provision of
Insurance.  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 profit or
nonprofit corporation or of any partnership, joint venture, trust, profit or
nonprofit unincorporated association, limited liability company, 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, whether such insurance company is formed
under the laws of Nevada or any other jurisdiction of the United States or
elsewhere, including any insurance company in which the corporation has an
equity interest or any other interest, through stock ownership or
otherwise.





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ARTICLE
VIII


Miscellaneous





Section
1.  Seal.  The board of
directors may adopt a corporate seal, which shall contain the name of the
corporation and the words, “Seal, Nevada.”




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




Section
3.  Amendments.  The
board of directors shall have power, to the maximum extent permitted by the
Nevada General Corporation Law, to make, amend and repeal the bylaws of the
corporation at any regular or special meeting of the board unless the
shareholders, in making, amending or repealing a particular bylaw, expressly
provide that the directors may not amend or repeal such bylaw.  The
shareholders also shall have the power to make, amend or repeal the bylaws of
the corporation at any annual meeting or at any special meeting called for that
purpose.




Section
4.  Receipt of
Notices by the Corporation.  Notices, shareholder writings
consenting to action, and other documents or writings shall be deemed to have
been received by the corporation when they are actually received:  (1)
at the registered office of the corporation in Nevada; (2) at the principal
office of the corporation (as that office is designated in the most recent
document filed by the corporation with the secretary of state for Nevada
designating a principal office) addressed to the attention of the secretary of
the corporation; (3) by the secretary of the corporation wherever the secretary
may be found; or (4) by any other person authorized from time to time by the
board of directors or the president to receive such writings, wherever such
person is found.




Section
5.  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
6.  Conflicts.  In the
event of any irreconcilable conflict between these bylaws and either the
corporation’s articles of incorporation or applicable law, the latter shall
control.




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






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