BYLAWS





OF





FREZER,
INC.





a Nevada
corporation





ARTICLE I
- OFFICES





1.
Business Offices. Frezer, Inc. (hereinafter referred to as the “Corporation”),
may have such offices, either within or without the State of Nevada, as the
Board of Directors may designate from time to time. The Corporation shall
designate an office as its “principal office” in accordance with Nevada
law.





2.
Registered Office. The Corporation shall have and continuously maintain a
registered office in the State of Nevada, which may be changed from time to time
by the Board of Directors or by an Officer of the Corporation so authorized by
the Board of Directors.





ARTICLE
II - SHAREHOLDERS





1. Annual
Meeting. The Corporation shall hold an Annual Meeting of the Shareholders for
the election of Directors and for the transaction of any proper business. The
Annual Meeting of Shareholders shall be held at such time and on such date as
the Corporation’s Board of Directors shall determine from time to time but not
later than thirteen (13) months after the last Annual Meeting of Shareholders.
The failure to hold it at the designated time does not affect the validity of
any corporate action and shall not work as a forfeiture of or dissolution of the
Corporation.





2.
Special Meetings. Special meetings of the Shareholders may be called by the
Chief Executive Officer or the Board of Directors and shall be called if the
holders of not less than Ten Percent (10%) of the votes entitled to be cast on
any issue proposed to be considered at the proposed meeting sign, date and
deliver a written demand or several such written demands for the special meeting
describing the purpose or purposes for the meeting to the Corporation’s
Secretary. Only business within the purpose or purposes described in the special
meeting notice may be conducted at such special meeting.





3. Place
of Meeting. The Board of Directors may designate any place either within or
without the State of Nevada as the place of meeting for any Annual Meeting or
for any special meeting of the Shareholders. If no designation is made, then the
place of the meeting shall be the principal office of the
Corporation.


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4. Notice
of Meeting. Written notice stating the place, date, and time of the meeting and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less than ten (10) nor more than sixty (60)
days before the date of the meeting, either personally or by first class mail,
by or at the direction of the President or the Secretary of the Corporation
or the persons calling the meeting to each Shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed delivered upon
deposit in the United States mail, with postage prepaid, addressed to the
Shareholder at the address specified in the Corporation’s stock transfer
records.





5. Notice
of Adjourned Meeting. Notice of an adjourned meeting is necessary only if the
new place, date and time are not announced at the meeting from which the
adjournment is taken or a new record date is fixed for the reconvening of the
meeting. At the adjourned meeting, any business may be transacted that might
have been transacted on the original date of the meeting.





6. Waiver
of Notice. A Shareholder may waive any notice required by statute, the Articles
of Incorporation, or Bylaws before or after the date and time stated in the
notice. The waiver must be in writing, be signed by the Shareholder entitled to
the notice, and be delivered to the Corporation for inclusion in the minutes or
filing with the corporate records. Neither the business to be transacted at nor
the purpose of any regular or special meeting of the Shareholders need be
specified in any written waiver of notice. A Shareholder’s attendance at a
meeting waives objection to (a) lack of notice or defective notice of the
meeting, unless the Shareholder at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting or (b) consideration
of a particular matter at the meeting that is not within the purpose or
purposes described in the meeting notice, unless the Shareholder objects to
considering the matter when it is presented.





7. Record
Date Determinations. The Board of Directors may fix the record date for one or
more voting groups in order to determine the Shareholders entitled (a) to notice
of or to vote at any meeting of Shareholders or any adjournment thereof, (b) to
demand a special meeting, (c) to receive any distribution or (d) to take any
other action. Such a record date must be a date after the date upon which the
Board of Directors made the record date determination. The record date cannot be
more than seventy (70) days before the meeting or action requiring a
determination of Shareholders. A determination of Shareholders entitled to
notice of or to vote at a Shareholders’ meeting is effective for any adjournment
of the meeting unless the Board of Directors fixes a new record date, which it
must do if the meeting is adjourned to a date more than one hundred twenty (120)
days after the date fixed for the original meeting.





8.
Quorum. Unless otherwise required in the Articles of Incorporation, one-third of
the outstanding shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of Shareholders. When a specified item of
business is required to be voted on by a class, series of stock, or voting
group, one-third of the shares of such class, series or voting group shall
constitute a quorum for the transaction of such item of business by that class,
series or voting group. This quorum requirement can be changed only by an
amendment to the Corporation’s Articles of Incorporation. After a quorum has
been established, the subsequent withdrawal of Shareholders, so as to reduce the
shares represented at the meeting below the number required for the original
quorum, does not affect the validity of any action taken at the
meeting.


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9.
Voting. Each outstanding share entitled to vote shall be entitled to one vote
upon each matter submitted to a vote at a meeting of Shareholders. If a quorum
exists at a meeting of Shareholders, (a) action on a matter, other than the
election of Directors, is approved if the votes cast by the holders of the
shares represented at the meeting and entitled to vote on the subject matter
favoring the action exceed the votes cast opposing the action, unless a greater
number of affirmative votes or voting by classes is required by law; and (b)
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 opposing the action, unless a greater number of affirmative votes
is required by law.





10.
Proxies. A Shareholder, other person entitled to vote on behalf of a Shareholder
pursuant to law, or a Shareholder’s attorney-in-fact may vote the Shareholder’s
shares in person or by proxy. A Shareholder may appoint a proxy to vote or
otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic or equivalent
reproduction of an appointment form, is a sufficient appointment form. An
appointment of a proxy is effective when received by the corporate officer or
agent authorized to tabulate votes. An appointment is valid for up to eleven
(11) months unless a longer period is expressly provided in the appointment
form. An appointment of a proxy is revocable by the Shareholder, except as
otherwise provided by law.





11.
Action by Shareholders Without a Meeting. Any action required or permitted to be
taken at any meeting of Shareholders may be taken without a meeting, without
prior notice, and without a vote, if the action is taken by the holders of
shares of each voting group entitled to vote thereon having not less than the
minimum number of votes with respect to each voting group that would be
necessary to authorize or take such action at a duly constituted meeting. In
order to be effective, the action must be evidenced by one or more written
consents describing the action taken, dated and signed by approving Shareholders
having the requisite number of votes of each voting group entitled to vote
thereon, and delivered to the Corporation’s principal office in Nevada, its
principal place of business or its officer or agent having custody of the book
in which proceedings of meetings of Shareholders are recorded. No written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the date of the earliest dated consent
delivered in the manner required by this section, written consents signed by the
number of holders required to take action are delivered to the Corporation in
the manner required by this section. Such a written consent has the effect of a
meeting vote.





Any
written consent, once given, may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action. No revocation is effective unless in writing and until received by the
Corporation at its principal office in Nevada or its principal place of
business, or received by the corporate officer or agent having custody of the
book in which proceedings of meetings of Shareholders are recorded.


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Notice of
such action must be given to those Shareholders who have not consented in
writing or who are not entitled to vote on the action within ten (10) days after
obtaining such authorization by written consent. The notice shall fairly
summarize the material features of the authorized action and, if the action be
such for which dissenter’s rights are provided by law, the notice shall contain
a clear statement of the right of the Shareholders dissenting there from to be
paid the fair value of their shares upon compliance with the provisions of
Nevada law regarding the rights of dissenting shareholders.





12.
Shareholders’ List for Meeting. After fixing a record date for a meeting, the
Corporation shall prepare an alphabetical list of the names of all its
Shareholders who are entitled to notice of a Shareholders’ meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The Shareholders’ list must be available for inspection
by any Shareholder for a period of ten (10) days prior to the meeting or such
shorter time as exists between the record date and the meeting and continuing
through the meeting at the Corporation’s principal office, at a place identified
in the meeting notice in the city where the meeting will be held, or at the
office of the Corporation’s transfer agent or registrar. A Shareholder or his
agent or attorney is entitled on written demand to inspect the list, during
regular business hours and at his expense, during the period it is available for
inspection; provided that such demand is made in good faith and for a proper
purpose, the purpose is described with reasonable particularity and the list is
directly connected with the purpose.





The
Corporation shall make the Shareholders’ list available at the meeting, and any
Shareholder or his agent or attorney is entitled to inspect the list at any time
during the meeting or any adjournment. The Shareholders’ list is prima facie
evidence of the identity of Shareholders entitled to examine the Shareholders’
list or to vote at a meeting of Shareholders.





ARTICLE
III - DIRECTORS





1.
Powers. All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation managed under the direction of,
it’s Board of Directors, subject to any limitation set forth by law or in the
Corporation’s Articles of Incorporation.





2.
Number, Tenure and Qualifications. The number of Directors on the Board of
Directors shall be at least one. Each Director shall hold office until the next
Annual Meeting of Shareholders and until his successor shall have been duly
elected and qualified, or until his earlier resignation, removal by Shareholders
or death. Directors must be natural persons who are eighteen (18) years of
age or older. Directors need not be residents of Nevada or Shareholders of the
Corporation.


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3.
General Standards for Directors. A Director shall discharge his duties as a
Director, including his duties as a member of any committee of the Board of
Directors upon which he may serve, (a) in good faith, (b) with such care as an
ordinarily prudent person in a like position would use under similar
circumstances, and (c) in a manner he reasonably believes to be in the best
interests of the Corporation. In discharging his duties a Director shall be
entitled to rely upon information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by: (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 accountants, or other persons as to
matters that the Director reasonably believes are within the person’s
professional or expert competence; or (iii) a committee of the Board of
Directors of which he is not a member if the Director reasonably believes the
committee merits confidence.





In
discharging his duties, a Director may consider such factors as the Director
deems relevant, including but not limited to the long-term prospects and
interests of the Corporation and its Shareholders, and the social, economic,
legal, or other effects of any action on the employees, suppliers, customers of
the Corporation or its subsidiaries, the communities and society in which the
Corporation or its subsidiaries operate, and the economy of the state and the
nation.





A
Director is not acting in good faith if he has knowledge concerning the matter
in question that makes reliance otherwise permitted by this section
unwarranted.





A
Director is not liable for any action taken as a Director, or any failure to
take any action, if he performed the duties of his office in compliance with
this section.





4.
Election of Directors. At the Annual Meeting of Shareholders, Directors shall be
elected by a plurality of the votes cast by the shares represented at the
meeting and entitled to vote for the election of Directors. If the election of
Directors is not held on a day designated in these Bylaws for any Annual Meeting
of Shareholders, or at any adjournment thereof, the Board of Directors may cause
the election to be held at a special meeting of Shareholders specifically called
for that purpose. Between Annual Meetings of the Shareholders, the Board of
Directors may elect additional persons to serve as members of the Board of
Directors from time to time, as it determines advisable.





5.
Regular Annual and Quarterly Meetings. The annual meeting of the Board of
Directors shall be held without notice immediately after, and at the same place
as, the annual election of Directors. The Board of Directors shall, from time to
time, by resolution appoint the time and place, either within or without the
State of Nevada, for holding regular quarterly meetings of the Board, and other
regular meetings of the Board if by it deemed advisable; and such regular
meetings shall thereupon be held at the time and place so appointed, without the
giving of any notice with regard thereto. In case the day appointed for a
regular meeting shall fall upon a Saturday, Sunday or legal holiday in the State
of Nevada, such meeting shall be held on the next succeeding day not a Saturday,
Sunday or legal holiday in the State of Nevada, at the regularly appointed
hour.





6.
Special Meeting. Special meetings of the Board of Directors shall be held
whenever called by the Chief Executive Officer or any two Directors. Special
meetings may be held within or without the State of Nevada. Notice of a special
meeting must be given at least two (2) days prior to the date of the meeting by
written notice delivered personally, by mail, telegram, telecopy or nationally
recognized overnight courier service (such as Federal Express, Airborne, UPS,
Emory or Purolator) to each Director at his address. Such notice shall be
effective upon the earliest of (a) receipt, (b) five days after its deposit in
the United States mail, as evidenced by the postmark, if mailed postpaid and
correctly addressed, or (c) the date shown on the return receipt or other
evidence of delivery, if sent by registered or certified mail, return receipt
requested, or overnight courier service, and the delivery receipt is signed by
or on behalf of the addressee. Such written notice shall include the date, time
and place of the meeting. The notice of a special meeting need not describe the
purpose of the special meeting.


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7. Notice
of Adjourned Meeting. Notice of any adjourned meeting shall be given to the
Directors who were not present at the time of the adjournment and, unless the
date, time and place of the adjourned meeting are announced at the time of the
adjournment, to the other Directors also.





8. Waiver
of Notice. A Director can waive the requirement of notice of a meeting of the
Board of Directors by signing a waiver of notice either before or after the
meeting. The attendance of a Director at a meeting constitutes a waiver of
notice of such meeting and a waiver of any and all objections to the time or
place of the meeting or the manner in which it has been called or convened,
except when a Director states, at the beginning of the meeting or promptly upon
arrival at the meeting, any objection to the transaction of business because the
meeting is not lawfully called or convened.





9. Quorum
and Voting. Except as may be otherwise specifically provided by law, the
Articles of Incorporation or these Bylaws, at all meetings of the Board of
Directors, a majority of the number of Directors prescribed by the Articles of
Incorporation or these Bylaws shall constitute a quorum for the transaction of
business at such meeting. A majority of the Directors present at a meeting,
whether or not a quorum exists, may adjourn the meeting to another time and
place. Except as may be otherwise specifically provided by law, the Articles of
Incorporation or these Bylaws, the affirmative vote of a majority of the
Directors present at any meeting, if a quorum is present at the time of such
vote, shall be the act of the Board of Directors





The Board
of Directors may permit any or all Directors to participate in a regular special
meeting by, or conduct the meeting through any use of, any means of
communication by which all Directors participating may simultaneously hear each
other during the meeting. A Director participating in a meeting by this means is
deemed to be present in person at the meeting.





11.
Action Without a Meeting. Any action required or permitted to be taken by the
Board of Directors at a meeting may be taken without a meeting if the action is
taken by all the Directors. The action must be evidenced by one or more written
consents describing the action taken and signed by each Director. The action is
effective when the last Director signs a consent, unless the consent specifies a
different effective date. Such a consent has the effect of a meeting
vote.


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12.
Director Conflicts of Interest. No contract or other transaction between the
Corporation and one or more of its Directors or any other corporation, firm,
association, or entity in which one or more of its Directors are directors or
officers or are financially interested shall be either void or voidable because
of such relationship or interest, because such Director or Directors are present
at the meeting of the Board of Directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction, or because his or
their votes are counted for such purpose, if: (a) the fact of such relationship
or interest is disclosed or known to the Board of Directors or committee which
authorizes, approves or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes or consents of
such interested Directors; (b) the fact of such relationship or interest is
disclosed or known to the Shareholders entitled to vote to authorize, approve or
ratify the contract or transaction under this Section 12 and they authorize,
approve or ratify such contract or transaction by vote or written consent; or
(c) the contract or transaction is fair and reasonable as to the Corporation at
the time it is authorized by the Board of Directors, a committee, or the
Shareholders.





For the
purposes of Director action pursuant to this Section 12, a conflict of interest
transaction is authorized, approved or ratified if it receives the affirmative
vote of a majority of the Directors on the Board of Directors who have no
relationship or interest in such transaction. If a majority of the Directors who
have no such relationship or interest in the transaction vote to authorize,
approve or ratify the contract or transaction, a quorum is present for the
purpose of authorizing, approving or ratifying the contract or transaction for
purposes of this Section 12.


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For the
purposes of Shareholder action pursuant to this Section 12, shares owned by or
voted under the control of a Director who has a relationship or interest in the
contract or transaction may not be counted in a vote of Shareholders to
determine whether to authorize, approve or ratify a contract or transaction
under this Section 12. A majority of the shares, whether or not present,
that are entitled to be counted in the vote on the contract or transaction
constitutes a quorum for the purpose of taking action under this Section
12.





Notwithstanding
approval pursuant to the provisions of this Section 12, unless otherwise
provided by law, the Articles of Incorporation or these Bylaws, the
authorization, approval or ratification of a contract or transaction by the
Board of Directors also must comply with Section 9 of these Bylaws, including
the requirements for determining a quorum under such Section.





13.
Compensation of Directors. The Board of Directors may fix the compensation of
Directors. Each Director may be paid a stated salary as such or a fixed sum for
the attendance at meetings of the Board of Directors or any committee thereof,
or both, and may be reimbursed for his expenses of attendance at each such
meeting. The Board of Directors may also pay to each Director rendering services
to the Corporation not ordinarily rendered by Directors, as such, special
compensation appropriate to the value of such services, as determined by the
Board of Directors from time to time. None of these payments shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefore. The Board of Directors may determine the
compensation of a Director who is also an Officer for service as an Officer as
well as for service as a Director.





14.
Resignations. A Director may resign at any time by delivering written notice to
the Board of Directors or its Chairman or to the Corporation. A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date. If a resignation is made effective at a later date, the Board of
Directors or Shareholders may elect a successor of such Director before the
effective date if the Board of Directors provides that the successor does not
take office until the effective date.





15.
Removal of Directors. The Shareholders may remove one or more Directors with or
without cause. If a Director is elected by a voting group of Shareholders, only
the Shareholders of that voting group may participate in the vote to remove him.
A Director may be removed only if the number of votes cast to remove him exceeds
the number of votes not to remove him. A Director may be removed by the
Shareholders at a meeting of the Shareholders, provided the notice of the
meeting states that the purpose, or one of the purposes, of the meeting is
removal of the Director.





ARTICLE
IV - COMMITTEES





1.
Creation. The Board of Directors may, by resolution adopted by a majority of the
full Board of Directors, designate from among its members an Executive Committee
and one or more other committees each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of
Directors, except that no such committee shall have the authority to: (a)
approve or recommend to Shareholders actions or proposals required by law to be
approved by the Shareholders; (b) fill vacancies on the Board of Directors
or any committee thereof; (c) adopt, amend or repeal the Bylaws; (d) authorize
or approve the reacquisition of shares unless pursuant to a general formula or
method specified by the Board of Directors; (e) authorize or approve the
issuance or sale or contract for the sale of shares, or determine the
designation and relative rights, preferences, and limitations of a voting group
except that the Board of Directors may authorize a committee to do so within the
limits specifically prescribed by the Board of Directors.


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Each
committee must have two or more members who serve at the pleasure of the Board
of Directors. The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate one or more Directors as alternate
members of any such committee who may act in the place and stead of any absent
member or members at any meeting of such committee.




2.
Operation. The sections of these Bylaws that govern meetings, notice and waiver
of notice, quorum and voting, and action without a meeting requirements of the
Board of Directors apply to committees and their members as well.





ARTICLE V
- OFFICERS





1.
Officers. The Officers of the Corporation shall include a Chief Executive
Officer; Chief Operating Officer and President; Chief Financial Officer and
Senior Vice President and Treasurer; and Secretary. Other Officers may be
elected by the Board of Directors from time to time. A duly elected Officer may
appoint one or more Officers or assistant officers, if authorized to do so by
the Board of Directors. The same individual may simultaneously hold more than
one office in the Corporation.





2.
Election and Term of Office. As far as practicable, the Officers of the
Corporation shall be elected at the regular meeting of the Board of Directors
following the annual election of Directors. If the election of Officers is not
held at such meeting, the election shall be held as soon thereafter as
conveniently may be. Each Officer shall hold office until the regular meeting of
the Board of Directors following the annual election of Directors in the next
subsequent year and until his successor shall have been duly elected and shall
have qualified, or until his earlier resignation, removal from office or
death.





3.
Resignation and Removal. An Officer may resign at any time by delivering notice
to the Corporation. A resignation is effective when the notice is delivered
unless the notice specifies a later effective date. If a resignation is made
effective at a later date and the Corporation accepts the future effective
date, the Board of Directors may fill the pending vacancy before the effective
date if the Board of Directors provides that the successor does not take office
until the effective date.





The Board
of Directors may remove any Officer at any time with or without cause. Any
Officer or assistant officer, if appointed by another Officer, may likewise be
removed by such Officer.





The
appointment of an Officer does not itself create contract rights. An Officer’s
removal does not affect the Officer’s contract rights, if any, with the
Corporation. An Officer’s resignation does not affect the Corporation’s contract
rights, if any, with the Officer.


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4.
Vacancies. A vacancy in any office because of resignation, removal, death or
otherwise, may be filled by the Board of Directors for the unexpired portion of
the term.





5. Chief
Executive Officer. The Chief Executive Officer shall be the chief executive
officer of the Corporation, and, under the direction of the Board of Directors,
shall have general responsibility for the overall management, strategic plan and
direction of the business, properties, assets and affairs of the Corporation. He
shall have general executive powers, including all powers required by law to be
exercised by a president of a corporation as such, as well as the specific
powers conferred by these Bylaws or by the Board of Directors.





6. Chief
Operating Officer and President. The Chief Operating Officer and President shall
have general charge of the operations of the Corporation, subject to the
direction of the Chief Executive Officer and Board of Directors. In the absence
of the Chief Executive Officer or in the event of his death, inability or
refusal to act, the Chief Operating Officer and President, shall perform the
duties of the Chief Executive Officer and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Chief Executive
Officer.





7. Chief
Financial Officer and Senior Vice President and Treasurer. The Chief Financial
Officer and Senior Vice President and Treasurer shall be the chief financial
officer of the Corporation and (a) have charge and custody of, and be
responsible for, all funds and securities of the Corporation; (b) receive and
give receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select; and (c) in general perform all of the duties as from time to time may be
assigned to him by the Chief Executive Officer or by the Board of Directors. If
required by the Board of Directors, the Chief Financial Officer and Senior Vice
President and Treasurer shall give a bond for the faithful discharge of his
duties as Treasurer in such sum and with such surety or sureties as the Board of
Directors shall determine.





8.
Secretary. The Secretary shall (a) prepare minutes of meetings of the Board of
Directors and Shareholders; (b) authenticate records of the Corporation; (c)
keep the minutes of the proceedings of the Board of Directors and the
Shareholders in one or more books provided for that purpose; (d) see that all
notices are duly given in accordance with the provisions of these Bylaws or as
required by law; (e) be custodian of the corporate records and of the seal of
the Corporation and see that the seal of the Corporation is affixed to all
documents the execution of which on behalf of the Corporation under its seal is
duly authorized; (f) be the registrar of the Corporation and keep a
register of the post office addresses of all Shareholders that shall be
furnished to the Secretary by the Shareholders; (g) have general charge of the
stock transfer books of the Corporation; and (h) 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 Board of Directors.





9.
Salaries. The salaries of the officers shall be fixed from time to time by the
Board of Directors and no officer shall be prevented from receiving such salary
by reason of the fact that he is also a Director of the
Corporation.


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ARTICLE
VI - SHARES AND THEIR TRANSFER





1.
Certificates for Shares. Shares may but need not be represented by certificates.
Unless otherwise provided by law, the rights and obligations of Shareholders are
identical whether or not their shares are represented by certificates.
Certificates representing shares of the Corporation shall be in such form as
shall be determined by the Board of Directors. Each certificate for shares shall
be consecutively numbered or otherwise identified. Each share certificate must
state on its face (a) the name of the Corporation and that the Corporation is
organized under the laws of Nevada; (b) the name of the person to whom issued;
and (c) the number and class of shares and the designation of the series, if
any, the certificate represents. Each share certificate (i) must be signed
either manually or in facsimile by the Chairman of the Board of Directors, if
any, the President or a Vice President and the Secretary, Treasurer or an
assistant Secretary or Treasurer and (ii) may bear the corporate seal or its
facsimile.





If the
Corporation is authorized to issue different classes of shares or different
series within a class, the designations, relative rights, preferences, and
limitations applicable to each class and the variations in rights, preferences,
and limitations determined for each series must be summarized on the front or
back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
Shareholder a full statement of this information on request and without
charge.





Any
certificate representing shares that are restricted as to the sale, disposition,
or other transfer of such shares, shall also state that such shares are
restricted as to transfer and shall set forth or fairly summarize on the front
or back of the certificate, or shall state that the Corporation will furnish to
any Shareholder on request and without charge, a full statement of such
restrictions.





2.
Transfer of Shares. If a certificated security in registered form is presented
to the Corporation with a request to register transfer or an instruction is
presented to the Corporation with a request to register transfer, pledge, or
release, the Corporation shall register the transfer, pledge, or release as
requested if: (a) the security is indorsed or the instruction was originated by
the appropriate person or persons; (b) reasonable assurance is given that those
endorsements or instructions are genuine and effective; (c) the Corporation has
no duty as to adverse claims or has discharged the duty; (d) any applicable law
relating to the collection of taxes has been complied with; and (e) the
transfer, pledge, or release is in fact rightful or is to a bona fide
purchaser.





3. Lost,
Destroyed or Stolen Certificated Securities. If a certificated security has been
lost, apparently destroyed, or wrongfully taken, and the owner fails to notify
the Corporation of that fact within a reasonable time after he has notice of it
and the Corporation registers a transfer of the security before receiving
notification, the owner is precluded from asserting against the Corporation any
claim for registering the transfer or any claim to a new security.





If the
owner of a certificated security claims that the security has been lost,
destroyed, or wrongfully taken, the Corporation shall issue a new certificated
security or, at the option of the Corporation, an equivalent uncertified
security in place of the original security if the owner (a) so requests before
the Corporation has notice that the security has been acquired by a bona fide
purchaser; (b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies any other reasonable requirements imposed by the
Corporation.


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ARTICLE
VII - BOOKS, RECORDS AND REPORTS





1. Books
and Records. The Corporation shall keep as permanent records minutes of all
meetings of its Shareholders and Board of Directors, a record of all actions
taken by the Shareholders or Board of Directors without a meeting, and 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. The Corporation shall maintain
accurate accounting records. The Corporation or its agent shall maintain a
record of its Shareholders in a form that permits preparation of a list of the
names and addresses of all Shareholders in alphabetical order by class of shares
showing the number and series of shares held by each. The Corporation shall
maintain its records in written form or in another form capable of conversion
into written form within a reasonable time.





The
Corporation shall keep a copy of the following records: (a) its Articles or
Restated Articles of Incorporation and all amendments to them currently in
effect; (b) its Bylaws or Restated Bylaws and all amendments to them currently
in effect; (c) resolutions adopted by its Board of Directors creating one or
more classes or series of shares and fixing their relative rights, preferences,
and limitations, if shares issued pursuant to those resolutions are outstanding;
(d) the minutes of all Shareholders’ meetings and records of all action taken by
Shareholders without a meeting for the past three (3) years; (e) written
communications to all Shareholders generally or all Shareholders of a class or
series within the past three (3) years, including the financial statements
furnished for the past three (3) years; (f) a list of the names and business
street addresses of its current Directors and Officers; and (g) its most recent
annual report delivered to the Nevada Department of State.





2.
Shareholder’s Inspection Rights. Any Shareholder who has been a stockholder of
record of a corporation for at least 6 months immediately preceding his demand,
or any person holding, or thereunto authorized in writing by the holders of, at
least 5 percent of all of its outstanding shares may give the Corporation
written notice of his demand at least five (5) business days before the date on
which he wishes to inspect and copy, he is entitled to inspect and copy, during
regular business hours at the Corporation’s principal office, any of the
following records: (a) the Corporation’s Articles or Restated Articles of
Incorporation and all amendments to them currently in effect; (b) the
Corporation’s Bylaws or Restated Bylaws and all amendments to them currently in
effect; (c) resolutions adopted by the Board of Directors creating one or more
classes or series of shares and fixing their relative rights, preferences, and
limitations, if shares issued pursuant to those resolutions are outstanding; (d)
the minutes of all Shareholders’ meetings and records of all action taken by
Shareholders without a meeting for the past three (3) years; (e) written
communications to all Shareholders generally or all Shareholders of a class or
series within the past three (3) years, including the financial statements
furnished for the past three (3) years; (f) a list of the names and business
addresses of the Corporation’s current Directors and Officers; and (g) the
Corporation’s most recent annual report delivered to the Nevada Department of
State.


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If (a) a
Shareholder makes a demand for inspection in good faith and for a proper
purpose, (b) he describes with reasonable particularity his purpose and the
records he desires to inspect, (c) the records are directly connected with his
purpose, and (d) he gives the Corporation written notice of his demand at least
five (5) business days before the date on which he wishes to inspect and copy,
he is entitled to inspect and copy, during regular business hours at a
reasonable location specified by the Corporation, any of the following records
of the Corporation: (i) excerpts from minutes of any meeting of the Board of
Directors, records of any action of a committee of the Board of Directors while
acting in place of the Board of Directors on behalf of the Corporation, minutes
of any meeting of the Shareholders, and records of action taken by the
Shareholders or Board of Directors without a meeting, to the extent not
otherwise subject to inspection pursuant to this section; (ii) accounting
records of the Corporation; (iii) the record of Shareholders; and (iv) any other
books and records.





If a
Shareholder gives the Corporation written notice of his demand at least fifteen
(15) business days before the date on which he wishes to inspect and copy, he is
entitled to inspect and copy, during regular business hours at a reasonable
location in Nevada specified by the Corporation, (a) the Corporation’s Bylaws or
Restated Bylaws and all amendments to them currently in effect and (b) a list of
the names and business street addresses of the Corporation’s current Directors
and Officers.





3.
Annual Reports. On or after January 1 and on or before May 1 of each year, the
Corporation shall deliver to the Nevada Department of State for filing a sworn
annual report, on such forms as the Department of State may prescribe and
containing such information as is prescribed by law. Similar reports shall be
filed as required by law in those jurisdictions other than the State of Nevada
where the Corporation may be authorized to transact business.





4.
Financial Statements. Unless modified by resolution of the Shareholders within
120 days of the close of each fiscal year, the Corporation make available to its
Shareholders annual financial statements, which may be consolidated or combined
statements of the Corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of the fiscal year, an
income statement for that year, and a statement of cash flows for that year. If
financial statements are prepared for the Corporation on the basis of generally
accepted accounting principles, the annual financial statements must also be
prepared on that basis.  The fiscal year of the corporation shall be
January 1 to December 31.





If
the annual financial statements are reported upon by a public accountant, his
report must accompany them. If not, the statements must be accompanied by a
statement of the President or the person responsible for the Corporation’s
accounting records (a) stating his reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation; and (b) describing any respects in which
the statements were not prepared on a basis of accounting consistent with the
statements prepared for the preceding year.


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ARTICLE
VIII - MISCELLANEOUS





1.
Distributions to Shareholders. The Board of Directors may authorize and the
Corporation may make distributions to its Shareholders subject to restriction by
the Articles of Incorporation and the limitations provided by law. Dividends may
be paid in cash, in property, or in shares of stock, subject to the provisions
of the Articles of Incorporation and applicable law.





2.
Corporate Seal. The Board of Directors may provide for a corporate seal, which
may be altered at will and used itself or by a facsimile thereof, by impressing
or affixing it or in any other manner reproducing it.





3.
Execution of Instruments. All bills, notes, checks, other instruments for the
payment of money, agreements, indentures, mortgages, deeds, conveyances,
transfers, certificates, declarations, receipts, discharges, releases,
satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, proxies, and other instruments or documents may be signed,
executed, acknowledged, verified, delivered, or accepted on behalf of the
Corporation by such Officers, employees, or agents of the Corporation as the
Board of Directors may from time to time direct.





4.
Indemnification. The Corporation shall indemnify any person who is or was a
Director, Officer, employee, or agent of the Corporation or was serving at the
request of the Corporation as a Director, Officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, to the full
extent permitted by law.





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





ARTICLE
IX - AMENDMENTS





The
Corporation’s Board of Directors may, by majority vote except as otherwise
specifically provided herein, amend or repeal the Corporation’s Bylaws unless:
(a) the Articles of Incorporation or law reserves the power to amend the Bylaws
generally or a particular Bylaw provision exclusively to the Shareholders; or
(b) the Shareholders, in amending or repealing the Bylaws generally or a
particular Bylaw provision, provide expressly that the Board of Directors may
not amend or repeal the Bylaws or that Bylaw provision.




The
Corporation’s Shareholders may amend or repeal the Corporation’s Bylaws even
though the Bylaws may also be amended or repealed by its Board of
Directors.


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Amendments:





Amendment No.
1


Effective
Date: April 30, 2009 by board resolution





The first
paragraph of Section 4 of Article VII of the Bylaws is amended and read in its
entirety as follows. Only the last sentence of the following paragraph was
amended, which was previously read as “The fiscal year of the corporation
shall be January 1 to December 31.”





“ 4.
Financial Statements. Unless modified by resolution of the Shareholders within
120 days of the close of each fiscal year, the Corporation make available
to its Shareholders annual financial statements, which may be consolidated
or combined statements of the Corporation and one or more of its subsidiaries,
as appropriate, that include a balance sheet as of the end of the fiscal
year, an income statement for that year, and a statement of cash flows for
that year. If financial statements are prepared for the Corporation on the basis
of generally accepted accounting principles, the annual financial
statements must also be prepared on that basis. The fiscalyearendof the corporation shall beJune 30.”


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