BY-LAWS
OF JPAK GROUP, INC.














ARTICLE
I




OFFICES




Section
1.


PRINCIPAL
OFFICE.







The
principal office for the transaction of business of the corporation shall be
fixed or may be changed by approval of a majority of the authorized Directors,
and additional offices may be established and maintained at such other place or
places as the Board of Directors may from time to time designate.




Section
2.


OTHER
OFFICES.







Branch or
subordinate offices may at any time be established by the Board of Directors at
any place or places where the corporation is qualified to do
business.









ARTICLE
II




DIRECTORS
- MANAGEMENT








Section
1. RESPONSIBILITY
OF BOARD OF DIRECTORS.




Subject
to the provisions of applicable law and to any limitations in the Articles of
Incorporation of the corporation relating to action required to be approved by
the Shareholders, or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation to an
executive committee or others, provided that the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised under
the ultimate direction of the Board.








Section
2. STANDARD
OF CARE.




Each
Director shall perform the duties of a Director, including the duties as a
member of any committee of the Board upon which the Director may serve, in good
faith, in a manner such Director believes to be in the best interests of the
corporation, and with such care, including reasonable inquiry, as an ordinary
prudent person in a like position would use under similar
circumstances.








Section
3. NUMBER
AND QUALIFICATION OF DIRECTORS.




The
authorized number of Directors shall be three (3) until changed by a duly
adopted amendment to the Articles of Incorporation or by an amendment to this
by-law adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote. 1. 2

















Section
4. ELECTION
AND TERM OF OFFICE OF DIRECTORS.




Directors
shall be elected at each annual meeting of the Shareholders to hold office until
the next annual meeting. Each Director, including a Director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.








Section
5. VACANCIES.




Vacancies
in the Board of Directors may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, except
that a vacancy created by the removal of a Director by the vote or written
consent of the Shareholders or by court order may be filled only by the vote of
a majority of the shares entitled to vote represented at a duly held meeting at
which a quorum is present, or by the written consent of holders of a majority of
the outstanding shares entitled to vote. Each Director so elected shall hold
office until the next annual meeting of the Shareholders and until a
successor has been elected and qualified. A vacancy or vacancies in the Board of
Directors shall be deemed to exist in the event of the death, resignation, or
removal of any Director, or if the Board of Directors by
resolution declares vacant the office of a Director who has been declared
of unsound mind by an order of court or convicted of a felony, or if the
authorized number of Directors is increased, or if the Shareholders fail, at any
meeting of Shareholders at which any Director or Directors are elected, to elect
the number of Directors to be voted for at that meeting. The Shareholders may
elect a Director or Directors at any time to fill any vacancy or vacancies not
filled by the Directors, but any such election by written consent shall require
the consent of a majority of the outstanding shares entitled to vote. Any
Director may resign effective on giving written notice to the Chairman of the
Board, the President, the Secretary, or the Board of Directors, unless the
notice specifies a later time for that resignation to become effective. If the
resignation of a Director is effective at a future time, the Board of Directors
may elect a successor to take office when the resignation becomes effective. No
reduction of the authorized number of Directors shall have the effect of
removing any Director before that Directors' term of office
expires.








Section
6.  R EMOVAL
OF DIRECTORS.




Subject
to applicable law, the entire Board of Directors or any individual Director may
be removed from office. In such case, the remaining Board members may elect a
successor Director to fill such vacancy for the remaining unexpired term of the
Director so removed. 2. 3








Section
7. NOTICE,
PLACE AND MANNER OF MEETINGS.




Meetings
of the Board of Directors may be called by the Chairman of the Board, or the
President, or any Vice President, or the Secretary, or any two (2) Directors and
shall be held at the principal executive office of the corporation, unless some
other place is designated in the notice of the meeting. Members of the Board may
participate in a meeting through use of a conference telephone or similar
communications equipment so long as all members participating in such a meeting
can hear one another. Accurate minutes of any meeting of the Board or any
committee thereof, shall be maintained by the Secretary or other Officer
designated for that purpose.








Section
8. ORGANIZATIONAL
MEETINGS.




The
organizational meetings of the Board of Directors shall be held immediately
following the adjournment of the Annual Meetings of the
Shareholders.



















Section
9. OTHER
REGULAR MEETINGS.




Regular
meetings of the Board of Directors shall be held at the corporate offices, or
such other place as may be designated by the Board of Directors, as follows:
Time of Regular Meeting: 9:00 A.M. Date of Regular Meeting: Last Friday of every
month If said day shall fall upon a holiday, such meetings shall be held on the
next succeeding business day thereafter. No notice need be given of such regular
meetings.








Section
10. SPECIAL
MEETINGS - NOTICES - WAIVERS.




Special
meetings of the Board may be called at any time by the President or, if he or
she is absent or unable or refuses to act, by any Vice President or the
Secretary or by any two (2) Directors, or by one (1) Director if only one is
provided. At least forty-eight (48) hours notice of the time and place of
special meetings shall be delivered personally to the Directors or personally
communicated to them by a corporate Officer by telephone or telegraph. If the
notice is sent to a Director by letter, it shall be addressed to him or her at
his or her address as it is shown upon the records of the corporation, or if it
is not so shown on such records or if not readily ascertainable, at the place in
which the meetings of the Directors are regularly held. In case such notice is
mailed, it shall be deposited in the United States mail, postage prepaid, in the
place in which the principal executive officer of the corporation is located at
least four (4) days prior to the time of the holding of the meeting. Such
mailing, telegraphing, telephoning or delivery as above provided shall be due,
legal and personal notice to such Director. When all of the Directors are
present at any Directors' meeting, however, called or noticed, and either (i)
sign a written consent thereto on the records of such meeting, or, (ii) if a
majority of the Directors is present and if those not present sign 3. 4 a waiver
of notice of such meeting or a consent to holding the meeting or an approval of
the minute thereof, whether prior to or after the holding of such meeting, which
said waiver, consent or approval shall be filed with the Secretary of the
corporation, or, (iii) if a Director attends a meeting without notice but
without protesting, prior thereto or at its commencement, the lack of
notice, then the transactions thereof are as valid as if had at a meeting
regularly called and noticed.








Section
11. DIRECTORS'
ACTION BY UNANIMOUS WRITTEN CONSENT.




Any
action required or permitted to be taken by the Board of Directors may be taken
without a meeting and with the same force and effect as if taken by a unanimous
vote of Directors, if authorized by a writing signed individually or
collectively by all members of the Board. Such consent shall be filed with
the regular minutes of the Board.








Section
12. QUORUM.




A
majority of the number of Directors as fixed by the Articles of Incorporation or
By-Laws shall be necessary to constitute a quorum for the transaction of
business, and the action of a majority of the Directors present at any meeting
at which there is a quorum, when duly assembled, is valid as a corporate act;
provided that a minority of the Directors, in the absence of a quorum, may
adjourn from time to time, but may not transact any business. A meeting at which
a quorum is initially present may continue to transact business, notwithstanding
the withdrawal of Directors, if any action taken is approved by a majority of
the required quorum for such meeting.

















Section
13. NOTICE
OF ADJOURNMENT.




Notice of
the time and place of holding an adjourned meeting need not be given to absent
Directors if the time and place be fixed at the meeting adjourned and held
within twenty-four (24) hours, but if adjourned more than twenty-four (24)
hours, notice shall be given to all Directors not present at the time of the
adjournment.








Section
14. COMPENSATION
OF DIRECTORS.




Directors,
as such, shall not receive any stated salary for their services, but by
resolution of the Board a fixed sum and expense of attendance, if any, may be
allowed for attendance at each regular and special meeting of the Board;
provided that nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.








Section
15. COMMITTEES.




Committees
of the Board may be appointed by resolution passed by a majority of the whole
Board. Committees shall be composed of two (2) or more members of the Board and
shall have such powers of the Board as may be expressly delegated to it by
resolution of the Board of Directors, except those powers expressly made
non-delegable by applicable law.








Section
16. ADVISORY
DIRECTORS.




The Board
of Directors from time to time may elect one or more persons to be Advisory
Directors who shall not by such appointment be members of the Board of
Directors. Advisory Directors shall be available from time to 4. 5 time to
perform special assignments specified by the President, to attend meetings of
the Board of Directors upon invitation and to furnish consultation to the Board.
The period during which the title shall be held may be prescribed by the Board
of Directors. If no period is prescribed, the title shall be held at the
pleasure of the Board.








Section
17. RESIGNATIONS.




Any
Director may resign effective upon giving written notice to the Chairman of the
Board, the President, the Secretary or the Board of Directors of the
Corporation, unless the notice specifies a later time for the effectiveness of
such resignation. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes
effective.









ARTICLE
III OFFICERS




Section
1. OFFICERS.




The
Officers of the corporation shall be a President, a Secretary, and a Chief
Financial Officer. The corporation may also have, at the discretion of the Board
of Directors, a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, or one or more Assistant Treasurers, and such other
Officers as may be appointed in accordance with the provisions of Section 3
of this Article. Any number of offices may be held by the same
person.

















Section
2. ELECTION.




The
Officers of the corporation, except such Officers as may be appointed in
accordance with the provisions of Section 3 or Section 5 of this Article, shall
be chosen annually by the Board of Directors, and each shall hold office until
he or she shall resign or shall be removed or otherwise disqualified to serve or
a successor shall be elected and qualified.








Section
3. SUBORDINATE
OFFICERS, ETC.




The Board
of Directors may appoint such other Officers as the business of the corporation
may require, each of whom shall hold office for such period, have such authority
and perform such duties as are provided by the By-Laws or as the Board of
Directors may from time to time determine.








Section
4. REMOVAL
AND RESIGNATION OF OFFICERS.




Subject
to the rights, if any, of any Officer under any contract of employment, any
Officer may be removed, either with or without cause, by the Board of Directors,
at any regular or special meeting of the Board, or except in case of an Officer
chosen by the Board of Directors by any Officer upon whom such power of removal
may be conferred by the Board of Directors. Any Officer may resign at any time
by giving written notice to the corporation. Any resignation shall take effect
at the date of the receipt of that notice or at any later time specified in that
5. 6 notice; and, unless otherwise specified in that notice, the acceptance of
the resignation shall not be necessary to make it effective. Any resignation is
without prejudice to the rights, if any, of the corporation under any contract
to which the Officer is a party.








Section
5. VACANCIES.




A vacancy
in any office because of death, resignation, removal, disqualification or any
other cause shall be filed in the manner prescribed in the By-Laws for regular
appointment to that office.








Section
6. CHAIRMAN
OF THE BOARD.




The
Chairman of the Board, if such an officer be elected, shall, if present, preside
at meetings of the Board of Directors and exercise and perform such other powers
and duties as may be from time to time assigned by the Board of Directors or
prescribed by the By-Laws. If there is no President, the Chairman of the Board
shall in addition be the Chief Executive Officer of the corporation and shall
have the powers and duties prescribed in Section 7 of this Article.








Section
7. PRESIDENT/CHIEF
EXECUTIVE OFFICER.




Subject
to such supervisory powers, if any, as may be given by the Board of Directors to
the Chairman of the Board, if there be such an Officer, the President shall be
the Chief Executive Officer of the corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction and control of
the business and Officers of the corporation. He or she shall preside at all
meetings of the Shareholders and in the absence of the Chairman of the Board, or
if there be none, at all meetings of the Board of Directors. The President shall
be ex officio a member of all the standing committees, including the Executive
Committee, if any, and shall have the general powers and duties of management
usually vested in the office of President of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of
Directors or the By-Laws.















Section
8. VICE
PRESIDENT.




In the
absence or disability of the President, the Vice Presidents, if any, in order of
their rank as fixed by the Board of Directors, or if not ranked, the Vice
President designated by the Board of Directors, shall perform all the duties of
the President, and when so acting shall have all the powers of, and be subject
to, all the restrictions upon, the President. The Vice Presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or the
By-Laws.








Section
9. SECRETARY.




The
Secretary shall keep, or cause to be kept, a book of minutes at the principal
office or such other place as the Board of Directors may order, of all meetings
of Directors and Shareholders, with the time and place of holding, whether
regular or special, and if special, how authorized, the notice thereof given,
the names of those present at Directors' meetings, the number of shares present
or represented at Shareholders' meetings and the proceedings thereof. 6. 7 The
Secretary shall keep, or cause to be kept, at the principal office or at the
office of the corporation's transfer agent, a share register, or duplicate share
register showing the names of the Shareholders and their addresses, the number
and classes of shares held by each, the number and date of certificates issued
for the same, and the number and date of cancellation of every certificate
surrendered for cancellation. The Secretary shall give, or cause to be given,
notice of all the meetings of the Shareholders and of the Board of Directors
required by the By-Laws or by law to be given. He or she shall keep the seal of
the corporation in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
By-Laws.








Section
10. CHIEF
FINANCIAL OFFICER.




The Chief
Financial Officer shall keep and maintain, or cause to be kept and maintained in
accordance with generally accepted accounting principles, adequate and correct
accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, earnings (or surplus) and shares. The books of accounts shall
at all reasonable times be open to inspection by any Director. This Officer
shall deposit all moneys and other valuables in the name and to the credit of
the corporation with such depositaries as may be designated by the Board of
Directors. He or she shall disburse the funds of the corporation as may be
ordered by the Board of Directors, shall render to the President and Directors,
whenever they request it, an account of all of his or her transactions and of
the financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or the
By-Laws.









ARTICLE
IV SHAREHOLDERS' MEETINGS








Section
1. PLACE
OF MEETINGS.




All
meetings of the Shareholders shall be held at the principal executive office of
the corporation unless some other appropriate and convenient location be
designated for that purpose from time to time by the Board of
Directors.



















Section
2. ANNUAL
MEETINGS.




An annual
meeting of the shareholders, commencing in the year 2008, shall be held as soon
as practicable after the fiscal year end.   At the annual
meeting, the Shareholders shall elect a Board of Directors, consider reports of
the affairs of the corporation and transact such other business as may be
properly brought before the meeting.








Section
3. SPECIAL
MEETINGS.




Special
meetings of the Shareholders may be called at any time by the Board of
Directors, the Chairman of the Board, the President, a Vice President, the
Secretary, or by one or more Shareholders holding not less than one-tenth (1/10)
of the voting power of the corporation. Except as next provided, notice shall be
given as for the annual meeting. Upon receipt of a written request addressed to
the Chairman, President, Vice President, or Secretary, mailed or delivered
personally to such Officer by any person (other than the Board) entitled to call
a special meeting of Shareholders, such Officer shall cause notice to be given,
to the Shareholders entitled to vote, that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than
thirty-five (35) nor more than sixty (60) days after the receipt of such
request. If such notice is not given within twenty (20) days after receipt of
such request, the persons calling the meeting may give notice thereof in the
same manner provided by these By-Laws.








Section
4. NOTICE
OF MEETINGS - REPORTS.




Notice of
meetings, annual or special, shall be given in writing not less than ten (10)
nor more than sixty (60) days before the date of the meeting to Shareholders
entitled to vote thereat. Such notice shall be given by the Secretary or the
Assistant Secretary, or if there be no such Officer, or in the case of his or
her neglect or refusal, by any Director or Shareholder. Such notices or any
reports shall be given personally or by mail and shall be sent to the
Shareholder's address appearing on the books of the corporation, or supplied by
him or her to the corporation for the purpose of the notice. Notice of any
meeting of Shareholders shall specify the place, the day and the hour of
meeting, and (1) in case of a special meeting, the general nature of the
business to be transacted and no other business may be transacted, or (2) in the
case of an annual meeting, those matters which Board at date of mailing, intends
to present for action by the Shareholders. At any meetings where Directors are
to be elected notice shall include the names of the nominees, if any,
intended at date of notice to be presented by management for election. If a
Shareholder supplies no address, notice shall be deemed to have been given if
mailed to the place where the principal executive office of the corporation is
situated, or published at least once in some newspaper of general circulation in
the County of said principal office. Notice shall be deemed given at the time it
is delivered personally or deposited in the mail or sent by other means of 8. 9
written communication. The Officer giving such notice or report shall prepare
and file an affidavit or declaration thereof. When a meeting is adjourned for
forty-five (45) days or more, notice of the adjourned meeting shall be given as
in case of an original meeting. Save, as aforesaid, it shall not be necessary to
give any notice of adjournment or of the business to be transacted at an
adjourned meeting other than by announcement at the meeting at which said
adjournment is taken.








Section
5. WAIVER
OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.




The
transactions of any meeting of Shareholders, however called and notice, shall be
valid as through had at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if, either before or after
the meeting, each of the Shareholders entitled to vote, not present in person or
by proxy, sign a written waiver of notice, or a consent to the holding of such
meeting or an approval shall be filed with the corporate records or made a part
of the minutes of the meeting. Attendance shall constitute a waiver of notice,
unless objection shall be made as provided in applicable law.

















Section
6. SHAREHOLDERS
ACTING WITHOUT A MEETING - DIRECTORS.




Any
action which may be taken at a meeting of the Shareholders, may be taken without
a meeting or notice of meeting if authorized by a writing signed by all of the
Shareholders entitled to vote at a meeting for such purpose, and filed with the
Secretary of the corporation, provided, further, that while ordinarily Directors
can be elected by unanimous written consent, if the Directors fail to fill a
vacancy, then a Director to fill that vacancy may be elected by the written
consent of persons holding a majority of shares entitled to vote for the
election of Directors.








Section
7. OTHER
ACTIONS WITHOUT A MEETING.




Unless
otherwise provided for under applicable law or the Articles of Incorporation,
any action which may be taken at any annual or special meeting of Shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize to take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Unless the consents of all Shareholders
entitled to vote have been solicited in writing, (1) Notice of any Shareholder
approval without a meeting by less than unanimous written consent shall be given
at least ten (10) days before the consummation of the action authorized by such
approval, and 9. 10 (2) Prompt notice shall be given of the taking of any other
corporate action approved by Shareholders without a meeting be less than
unanimous written consent, to each of those Shareholders entitled to vote who
have not consented in writing. Any Shareholder giving a written consent, or the
Share-holder's proxyholders, or a transferee of the shares of a personal
representative of the Shareholder or their respective proxyholders, may revoke
the consent by a writing received by the corporation prior to the time that
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary of the corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the Secretary of
the corporation.








Section
8. QUORUM.




The
holder of a majority of the shares entitled to vote thereat, present in person,
or represented by proxy, shall constitute a quorum at all meetings of the
Shareholders for the transaction of business except as otherwise provided by
law, by the Articles of Incorporation, or by these By-Laws. If, however, such
majority shall not be present or represented at any meeting of the Shareholders,
the shareholders entitled to vote thereat, present in person, or by proxy, shall
have the power to adjourn the meeting from time to time, until the requisite
amount of voting shares shall be present. At such adjourned meeting at which the
requisite amount of voting shares shall be represented, any business may be
transacted which might have been transacted at a meeting as originally notified.
If a quorum be initially present, the Shareholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum, if any action taken is approved by a
majority of the Shareholders required to initially constitute a
quorum.








Section
9. VOTING.




Only
persons in whose names shares entitled to vote stand on the stock records of the
corporation on the day of any meeting of Shareholders, unless some other day be
fixed by the Board of Directors for the determination of Shareholders of record,
and then on such other day, shall be entitled to vote at such meeting. Directors
shall be elected by a plurality of the votes cast by the shares present in
person or represented by proxy and entitled to vote.  The Board of
Directors may fix a time in the future not exceeding thirty (30) days preceding
the date of any meeting of Shareholders or the date fixed for the payment of any
dividend or distribution, or for the allotment of rights, or when any change or
conversion or exchange of shares shall go into effect, as a record date for the
determination of the Shareholders entitled to notice of and to vote at any such
meeting, or entitled to receive any such dividend or distribution, or any
allotment of rights or to exercise the rights in respect to any such change,
conversion or exchange of shares. In such case only Shareholders of record
on the date so fixed shall be entitled to notice of and to vote at such meeting,
to receive such dividends, distribution or allotment of rights, or to exercise
such rights, as the case may be notwithstanding any transfer of any share on the
books of the corporation after any record date fixed as aforesaid. The Board of
Directors may close the books of the corporation against transfers of shares
during the whole or any part of such period.

















Section
10. PROXIES.




Every
Shareholder entitled to vote, or to execute consents, may do so, either in
person or by written proxy, executed in accordance with the provisions of
applicable law filed with the Secretary of the corporation.








Section
11. ORGANIZATION.




The
President, or in the absence of the President, any Vice President, shall call
the meeting of the Shareholders to order, and shall act as Chairman of the
meeting. In the absence of the President and all of the Vice Presidents,
Shareholders shall appoint a Chairman for such meeting. The Secretary of the
corporation shall act as Secretary of all meetings of the Shareholders, but in
the absence of the Secretary at any meeting of the Shareholders, the presiding
Officer may appoint any person to act as Secretary of the meeting.








Section
12. INSPECTORS
OF ELECTION.




In
advance of any meeting of Shareholders, the Board of Directors may, if they so
elect, appoint inspectors of election to act at such meeting or any adjournment
thereof. If inspectors of election be not so appointed, or if any persons so
appointed fail to appear or refuse to act, the chairman of any such meeting may,
and on the request of any Shareholder or his or her proxy shall, make such
appointment at the meeting in which case the number of inspectors shall be
either one (1) or three (3) as determined by a majority of the Shareholders
represented at the meeting.









ARTICLE
V CERTIFICATES AND TRANSFER OF SHARES








Section
1. CERTIFICATES
FOR SHARES.




Certificates
for shares shall be of such form and device as the Board of Directors 11. 12 may
designate and shall state the name of the record holder of the shares
represented thereby; its number; date of issuance; the number of shares for
which it is issued; a statement of the rights, privileges preferences and
restriction, if any; a statement as to the redemption or conversion, if any; a
statement of liens or restrictions upon transfer or voting, if any; if the
shares be assessable or, if assessments are collectible by personal action, a
plain statement of such facts. All certificates shall be signed in the name of
the corporation by the Chairman of the Board or Vice Chairman of the Board or
the President or Vice President and by the Chief Financial Officer or an
Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the
number of shares and the class or series of shares owned by the Shareholder. Any
or all of the signatures on the certificate may be facsimile. In case any
Officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that Officer,
transfer agent, or registrar before that certificate is issued, it may be issued
by the corporation with the same effect as if that person were an Officer,
transfer agent, or registrar at the date of issuance.

















Section
2. TRANSFER
ON THE BOOKS.




Upon
surrender to the Secretary or transfer agent of the corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.








Section
3. LOST
OR DESTROYED CERTIFICATES.




Any
person claiming a certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of that fact and shall, if the Directors so require,
give the corporation a bond of indemnity, in form and with one or more sureties
satisfactory to the Board, in at least double the value of the stock represented
by said certificate, whereupon a new certificate may be issued in the same
tender and for the same number of shares as the one alleged to be lost or
destroyed.








Section
4. TRANSFER
AGENTS AND REGISTRARS.




The Board
of Directors may appoint one or more transfer agents or transfer clerks, and one
or more registrars which shall be an incorporated bank or trust company, either
domestic or foreign, who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of Directors may
designate.








Section
5. CLOSING
STOCK TRANSFER BOOKS - RECORD DATE.




In order
that the corporation may determine the Shareholders entitled to notice of any
meeting or to vote or entitled to receive payment of any dividend or other
distribution or allotment of any rights or 12. 13 entitled to exercise any
rights in respect to any other lawful action, the Board may fix, in advance, a
record date, which shall not be more than sixty (60) days nor less than ten (10)
days prior to the date of such meeting nor more than sixty (60) days prior to
any other action. If no record date is fixed; the record date for determining
Shareholders entitled to notice of or to vote at a meeting of Shareholders shall
be at the close of business on the business day next preceding the day on which
notice is given or if notice is waived, at the close of business on the business
day next preceding the day on which the meeting is held. The record date for
determining Shareholders entitled to give consent to corporate action in writing
without a meeting, when no prior action by the Board is necessary, shall be the
day on which the first written consent is given. The record date for determining
Shareholders for any other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto, or the sixtieth
(60th) day
prior to the date of such other action, whichever is later.









ARTICLE
VI RECORDS - REPORTS - INSPECTION

















Section
1. RECORDS.




The
corporation shall maintain, in accordance with generally accepted accounting
principles, adequate and correct accounts, books and records of its business and
properties. All of such books, records and accounts shall be kept at its
principal executive office as fixed by the Board of Directors from time to
time.








Section
2. INSPECTION
OF BOOKS AND RECORDS.




All books
and records shall be open to inspection of the Directors and Shareholders from
time to time and in the manner provided under applicable law.








Section
3. CERTIFICATION
AND INSPECTION OF BY-LAWS.




The
original or a copy of these By-Laws, as amended or otherwise altered to date,
certified by the Secretary, shall be kept at the corporation's principal
executive office and shall be open to inspection by the Shareholders at all
reasonable times during office hours.








Section
4. CHECK,
DRAFTS, ETC.




All
checks, drafts, or other orders for payment of money, notes or other evidences
of indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as shall be
determined from time to time by the Board of Directors. 13. 14








Section
5. CONTRACT,
ETC.—HOW EXECUTED.




The Board
of Directors, except as in the By-Laws otherwise provided, may authorize any
Officer or Officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation. Such authority may
be general or confined to specific instances. Unless so authorized by the Board
of Directors, no Officer, agent or employee shall have any power or authority to
bind the corporation by any contract or agreement, or to pledge its credit, or
to render it liable for any purpose or to any amount except as may be provided
under applicable law.









ARTICLE
VII ANNUAL REPORTS








Section
1. REPORT
TO SHAREHOLDERS, DUE DATE.




The Board
of Directors shall cause an annual report to be sent to the Shareholders not
later than one hundred twenty (120) days after the close of the fiscal or
calendar year adopted by the corporation. This report shall be sent at least
fifteen (15) days before the annual meeting of Shareholders to be held during
the next fiscal year and in the manner specified in Section 4 of the Article IV
of these By-Laws for giving notice to Shareholders of the corporation. The
annual report shall contain a balance sheet as of the end of the fiscal year and
an income statement and statement of changes in financial position for the
fiscal year, accompanied by any report of independent accountants or, if there
is no such report, the certificate of an authorized officer of the corporation
that the statements were prepared without audit from the books and records of
the corporation.


















ARTICLE
VIII AMENDMENTS TO BY-LAWS









Section 1.AMENDMENT BY
SHAREHOLDERS.




New
By-Laws may be adopted or these By-Laws may be amended or repealed by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote; provided, however, that if the Articles of Incorporation of the
corporation set forth the number of authorized Directors of the corporation, the
authorized number of Directors may be changed only by an amendment of the
Article of Incorporation.








Section
2.  POWERS OF DIRECTORS.




Subject
to the right of the Shareholders to adopt, amend or repeal By-Laws, as provided
in Section 1 of this Article VIII, and the limitations, if any, under law, the
Board of Directors may adopt, amend or repeal any of these By-Laws other than a
By-Law or amendment thereof changing the authorized number of
Directors.








Section
3.  RECORD OF AMENDMENTS.




Whenever
an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws
with the original By-Laws, in the appropriate place. If any By-Law is repealed,
the fact of repeal with the date of the meeting at which the repeal was enacted
or written assent was filed shall be stated in said book.








ARTICLE
IX CORPORATE SEAL




Section
1. SEAL.




The
corporate seal shall be circular in form, and shall have inscribed thereon the
name of the corporation, the date and State of incorporation.




ARTICLE
X MISCELLANEOUS








Section
1. REPRESENTATION
OF SHARES IN OTHER CORPORATIONS.




Shares of
other corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice President
and the Secretary or a Assistant Secretary.








Section
2. SUBSIDIARY
CORPORATIONS.




Shares of
this corporation owned by a subsidiary shall not be entitled to vote on any
matter. A subsidiary for these purposes is defined as a corporation, the shares
of which possessing more than 25% of the total combined voting power of all
classes of shares entitled to vote, are owned directly or indirectly through one
(1) or more subsidiaries.








Section 3. INDEMNITY.




Subject
to applicable law, the corporation may indemnify any Director, Officer, agent or
employee as to those liabilities and on those terms and conditions as
appropriate. In any event, the corporation shall have the right to purchase and
maintain insurance on behalf of any such persons whether or not the corporation
would have the power to indemnify such person against the liability insured
against.

















Section
4. ACCOUNTING
YEAR.




The
accounting year of the corporation shall be fixed by resolution of the Board of
Directors.









Approve
and Adopted this 10th day of
 December,
2004.









/s/ Shaun
Jones_________




Shaun Jones, SECRETARY




CERTIFICATE OF SECRETARY




I hereby
certify that I am the Secretary of RX STAFFING , INC., and that
the foregoing By-Laws, consisting of 10 pages, constitute the code of By-Laws of
RX STAFFING, INC., as
duly adopted at a regular meeting of the Board of Directors of the corporation
held December 10,
2004.








/s/ Shaun
Jones_________




Shaun Jones, SECRETARY















FIRST
AMENDMENT


TO


BY-LAWS


OF


RX
STAFFING, INC.








The
By-laws of Rx Staffing, Inc., a Nevada corporation (the “Corporation”), adopted
on December 10, 2004, is hereby amended as follows:





1.
            Article
      II, Section 3 is hereby amended and restated in its entirety as
      follows:





“Section 3. NUMBER AND QUALIFICATION OF
DIRECTORS. The authorized number of Directors shall be no less than three
(3) and no more than nine (9) until changed by a duly adopted amendment to the
Articles of Incorporation of by an amendment to this by-law adopted by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote. The number of Directors shall be set by resolution of the Directors
from time to time.”





I hereby
certify that the foregoing First Amendment to the By-laws of Rx Staffing, Inc.
is a true and correct copy of the First Amendment to the By-laws of Rx Staffing,
Inc. as adopted on the ______ day of July, 2007.








_____________________________
              ___________________,
      Secretary