Exhibit 3.5

RESTATED BY-LAWS OF INTELLIGENTIAS, INC.

ARTICLE I

	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 amajority of the authorized Directors, and additional offices may be established and maintained at such other place or places as the Board ofDirectors 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 isqualified 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 corporationrelating to action required to be approved by the Shareholders, or by the outstanding shares, the business and affairs of the corporation shall bemanaged and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate themanagement of the day-to-day operation of the business of the corporation to an executive committee or others, provided that the business andaffairs 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 Boardupon 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 suchcare, 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 of the Corporation shall be fixed by the Board of Directors at seven (7). Each director shall holdoffice until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified.

	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 successorhas been elected and qualified.

	Section 5.	VACANCIES.

Vacancies in the Board of Directors may be filled by a majority of the remaining **D**irectors, though less thana 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 theShareholders 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 atwhich a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so electedshall hold office until the next annual meeting of the Shareholders and until a successor has been elected and

qualified. A vacancy or vacanciesin 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 byresolution 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 theauthorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors areelected, 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 anyvacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstandingshares entitled to vote. Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, orthe Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effectiveat a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective. No reduction of theauthorized number of Directors shall have the effect of removing any Director before that Directors' term of office expires.
**	Section 6.	REMOVAL OF DIRECTORS.**
Subject to applicable law, the entire Board of Directors or any individual Director may be removed from office. In suchcase, the remaining Board members may elect a successor Director to fill such vacancy for the remaining unexpired term of the Director soremoved. 
**	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 isdesignated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similarcommunications equipment so long as all members participating in such a meeting can hear one another. Accurate minutes of any meeting of theBoard 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 theAnnual 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 bedesignated 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 saidday shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of suchregular 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 toact, 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 acorporate 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 asit 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 themeetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in theplace 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 theDirectors 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,
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(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 holdingthe meeting or an approval of the minute thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approvalshall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or atits commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.
**	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 sameforce and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of theBoard. 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 constitutea 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, whenduly 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 thewithdrawal 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 placebe fixed at the meeting adjourned and held within twenty-four (24) hours, but if adjourned more than twenty-four (24) hours, notice shall be givento 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 andexpense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing hereincontained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensationtherefor.
**	Section 15.	COMMITTEES.**
Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall becomposed 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 ofthe 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 bysuch appointment be members of the Board of Directors. Advisory Directors shall be available from time to 4. 5 time to perform specialassignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. Theperiod 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 thepleasure of the Board.

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**	Section 17.	RESIGNATIONS.**
Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary orthe Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation iseffective 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 alsohave, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, orone or more Assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 3 of this Article. Anynumber 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 ofSection 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 orshall 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 whomshall 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 mayfrom 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 orwithout 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 ofDirectors by any Officer upon whom such power of removal may be conferred by the Board of Directors. Any Officer may resign at any time bygiving 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 inthat 5. 6 notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Anyresignation 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 themanner 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 Directorsand 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 thepowers and duties prescribed in Section 7 of this Article.

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**	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, ifthere be such an Officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board ofDirectors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetingsof 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 Presidentshall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers andduties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may beprescribed 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 ofDirectors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when soacting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powersand perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.
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	**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 Boardof Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and ifspecial, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present orrepresented at Shareholders' meetings and the proceedings thereof. 6. 7 The Secretary shall keep, or cause tobe kept, at the principal office or at the office of the corporation's transfer agent, a share register, or duplicate share register showing the namesof the Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for thesame, 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 keepthe seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Boardof 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 generallyaccepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accountsof its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of accounts shall at allreasonable times be open to inspection by any Director. This Officer shall deposit all moneys and other valuables in the name and to the credit ofthe corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation asmay 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 hertransactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may beprescribed by the Board of Directors or the By-Laws.

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**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 otherappropriate and convenient location be designated for that purpose from time to time by the Board of Directors.
**	Section 2.	ANNUAL MEETINGS.**
The annual meetings of the Shareholders shall be held, each year, in the month of October. At the annual meeting, theShareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may beproperly 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, thePresident, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of thecorporation. Except as next provided, notice shall be given as for the annual meeting. Upon receipt of a written request addressed to theChairman, President, Vice President, or Secretary, mailed or delivered personally to such Officer by any person (other than the Board) entitled tocall a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will beheld 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 receiptof such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give noticethereof 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 beforethe date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if therebe 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 givenpersonally 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 thecorporation for the purpose of the notice. Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (I)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 ofan annual meeting, those matters which Board at date of mailing, intends to present for action by the Shareholders. At any meetings whereDirectors are to be elected notice shall include the names of the nominees, if any, intended at date of notice to be presented by management forelection. If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executiveoffice 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 written communication. TheOfficer giving such notice or report shall prepare and file an affidavit or declaration thereof. When a meeting is adjourned for forty-five (45) daysor 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 anynotice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which saidadjournment 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 meetingduly 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 theShareholders entitled to vote, not present in person or by
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proxy, sign a written waiver of notice, or a consent to the holding of such meeting or anapproval 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 ifauthorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of thecorporation, 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 ofDirectors.
**	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 anyannual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the actionso taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize totake such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless the consents of all Shareholdersentitled to vote have been solicited in writing, (1) Notice of any Shareholder approval without a meeting by less than unanimous written consentshall be given at least ten (10) days before the consummation of the action authorized by such approval, and (2) Prompt notice shall be given ofthe taking of any other corporate action approved by Shareholders without a meeting be less than unanimous written consent, to each of thoseShareholders entitled to vote who have not consented in writing. Any Shareholder giving a written consent, or the Share-holder's proxyholders, ora transferee of the shares of a personal representative of the Shareholder or their respective proxyholders, may revoke the consent by a writingreceived by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have beenfiled with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of thecorporation.
**	Section 8.	QUORUM.**
The holder of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitutea 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 entitledto 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 votingshares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may betransacted which might have been transacted at a meeting as originally notified. If a quorum be initially present, the Shareholders may continueto transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken isapproved 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 anymeeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then onsuch other day, shall be entitled to vote at such meeting. Provided the candidate's name has been placed in nomination prior to the voting andone or more Shareholders has given notice at the meeting prior to the voting of the Shareholder's intent to cumulate the Shareholder's votes,every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate anumber of votes equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled to, ordistribute his or her votes on the same principle among as many candidates as he or she thinks fit. The candidates receiving
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the highest numberof votes up to the number of Directors to be elected are elected. The Board of Directors may fix a time in the future not exceeding thirty (30) dayspreceding 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 entitledto 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 therights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall beentitled to notice of and to vote at such meeting, to receive such dividends, distribution or allotment of rights, or to exercise such rights, as thecase may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid. The Board ofDirectors 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 inaccordance 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 Chairmanfor such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretaryat 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 toact at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear orrefuse 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 atthe meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholdersrepresented 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 may designate and shall state the nameof the record holder of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement ofthe rights, privileges preferences and restriction, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictionsupon 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 orVice President and by the Chief Financial Officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number ofshares 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 anyOfficer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be thatOfficer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person werean Officer, transfer agent, or registrar at the date of issuance.

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**	Section**2.	TRANSFER ON THE BOOKS.**
Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a newcertificate 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 andshall, 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 atleast double the value of the stock represented by said certificate, whereupon a new certificate may be issued in the same tender and for thesame 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 shallbe an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of thecorporation 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 toreceive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawfulaction, 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 ofsuch meeting nor more than sixty (60) days prior to any other action. If no record date is fixed; the record date for determining Shareholdersentitled 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 whichnotice 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. Therecord date for determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by theBoard is necessary, shall be the day on which the first written consent is given. The record date for determining Shareholders for any otherpurpose 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 tothe 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 correctaccounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive officeas 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 themanner provided under applicable law.

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**	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 keptat the corporation's principal executive office and shall be open to inspection by the Shareholders at all reasonable times during office hours.
**	Sec**tion 4.	CHECK, DRAFTS, ETC.**
All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name ofor payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time totime by the Board of Directors. 
**	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 oragents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general orconfined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority tobind 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 beprovided 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 theannual 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-Lawsfor giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and anincome statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, ifthere is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the booksand 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 holdersof a majority of the outstanding shares entitled to vote; provided, however, that if the Articles of Incorporation of the corporation set forth thenumber of authorized Directors of the corporation, the authorized number of Directors may be changed only by an amendment of the Article ofIncorporation.
**	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 oramendment thereof changing the authorized number of Directors.

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**	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 appropriateplace. 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 shallbe 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 andState 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 incidentsthereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or anAssistant 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 thesepurposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of sharesentitled 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 liabilitiesand on those terms and conditions as appropriate. In any event, the corporation shall have the right to purchase and maintain insurance onbehalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insuredagainst.
**	Section 4.	ACCOUNTING YEAR.**
The accounting year of the corporation shall be fixed by resolution of the Board of Directors.

Approve and Adopted this 15th day of March, 2007.

	Robert Turner				**************************************