EXHIBIT 3.3

**BY-LAWS**

**OF**

**MCG DIVERSIFIED, 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 up to fifteen
(15) 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.

Section 4. ELECTION AND TERM OF
OFFICE OF DIRECTORS. Three 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. The election of Directors shall be on a staggered
basis. Dependent on the total number of Directors approved, election shall be
for no more than twenty percent (20%) of the Board of Directors in any given
year when the total number of Directors exceeds five (5) Directors.

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. REMOVAL 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.

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 one (1) Director 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 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 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 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 an Treasurer.
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 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.

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 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 depositories 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.
The annual meetings of the Shareholders shall be held, each year, at the time
and on the day following:

Time of Meeting: 10:00 A.M.

Date of Meeting: December 27th

If this day shall be a legal holiday, then the meeting shall be held on the
next succeeding business day, at the same hour. 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 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

(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 Shareholder's proxy holders,
or a transferee of the shares of a personal representative of the Shareholder or
their respective proxy holders, 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.

Provided the candidate's name has been placed in nomination prior to the
voting and one 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 a number 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, or distribute his or her votes on
the same principle among as many candidates as he or she thinks fit.

The candidates receiving the highest number of 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)
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 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, of the stock represented by said
certificate may be issued in the number of shares as the one alleged in at least
double the value certificate, whereupon a new same tender and for the same 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
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.

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. No report shall be necessary in the
event the corporation transacts no business and is not a fully operational
entity during the course of the fiscal year.

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 th s 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 an 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.