**BYLAWS**




**OF**




**TRACEGUARD
      TECHNOLOGIES INC.**


**(as
      amended February 15, 2007)**




I.  SHAREHOLDER’S
      MEETING.




.01  Annual
      Meetings.




The
      annual meeting of the shareholders of this Corporation, for the purpose of
      election of Directors and for such other business as may come before it, shall
      be held at the registered office of the Corporation, or such other places,
      either within or without the State of Nevada, as may be designated by the notice
      of the meeting, on the first week in March of each and every year, at 1:00
      p.m.,
      commencing in 2003, but in case such day shall be a legal holiday, the meeting
      shall be held at the same hour and place on the next succeeding day not a
      holiday.




.02  Special
      Meeting.




Special
      meetings of the shareholders of this Corporation may be called at any time
      by
      the holders of ten percent (10%) of the voting shares of the Corporation, or
      by
      the President, Secretary, or by the Board of Directors or a majority thereof.
      No
      business shall be transacted at any special meeting of shareholders except
      as is
      specified in the notice calling for said meeting. The Board of Directors may
      designate any place, either within or without the State of Nevada, as the place
      of any special meeting called by the president or the Board of Directors, and
      special meetings called at the request of shareholders shall be held at such
      place in the State of Nevada, as may be determined by the Board of Directors
      and
      placed in the notice of such meeting.




.03  Notice
      of
      Meeting.




Written
      notice of annual or special meetings of shareholders stating the place, day,
      and
      hour of the meeting and, in the case of a special meeting, the purpose or
      purposes for which the meeting is called shall be given by the Secretary or
      persons authorized to call the meeting to each shareholder of record entitled
      to
      vote at the meeting. Such notice shall be given not less than ten (10) nor
      more
      than fifty (50) days prior to the date of the meeting, and such notice shall
      be
      deemed to be delivered when deposited in the United States mail addressed to
      the
      shareholder at his/her address as it appears on the stock transfer books of
      the
      Corporation.




.04  Waiver
      of
      Notice.




Notice
      of
      the time, place, and purpose of any meeting may be waived in writing and will
      be
      waived by any shareholder by his/her attendance thereat in person or by proxy.
      Any shareholder so waiving shall be bound by the proceedings of any such meeting
      in all respects as if due notice thereof had been given.









.05  Quorum
      and Adjourned Meetings.




A
      majority of the outstanding shares of the Corporation entitled to vote,
      represented in person or by proxy, shall constitute a quorum at a meeting of
      shareholders. A majority of the shares represented at a meeting, even if less
      than a quorum, may adjourn the meeting from time to time without further notice.
      At such adjourned meeting at which a quorum shall be present or represented,
      any
      business may be transacted which might have been transacted at the meeting
      as
      originally notified. The shareholders present at a duly organized meeting may
      continue to transact business until adjournment, notwithstanding the withdrawal
      of enough shareholders to leave less than a quorum.




.06  Proxies.




At
      all
      meetings of shareholders, a shareholder may vote by proxy executed in writing
      by
      the shareholder or by his/her duly authorized attorney in fact. Such proxy
      shall
      be filed with the Secretary of the Corporation before or at the time of the
      meeting. No proxy shall be valid after eleven (11) months from the date of
      its
      execution, unless otherwise provided in the proxy.




.07  Voting
      of
      Shares.




Except
      as
      otherwise provided in the Restated Articles of Incorporation or in these Bylaws,
      every shareholder of record shall have the right at every shareholder’s meeting
      to one (1) vote for every share standing in his/her name on the books of the
      Corporation, and the affirmative vote of a majority of the shares represented
      at
      a meeting and entitled to vote thereat shall be necessary for the adoption
      of a
      motion or for the determination of all questions and business which shall come
      before the meeting.




II.  BOARD
      OF
      DIRECTORS




Section
      2.1.  General
      Powers .
      The
      property, business and affairs of the Corporation shall be managed by the Board
      of Directors. The Board of Directors may exercise all such powers of the
      Corporation and have such authority and do all such lawful acts and things
      as
      are permitted by law, the Certificate of Incorporation or these
      By-laws.




Section
      2.2.  Number
      of Directors .
      The
      Board of Directors of the Corporation shall consist of one or more members;
      the
      exact number of directors which shall constitute the whole Board of Directors
      shall be fixed from time to time by action of the Board of Directors of the
      Corporation.




Section
      2.3.  Qualification .
      Directors need not be stockholders of the Corporation.




Section
      2.4.  Election .
      Except
      as otherwise provided by law or by the Certificate of Incorporation, directors
      of the Corporation shall be elected in each year at the annual meeting of
      stockholders or at a special meeting in lieu of the annual meeting called for
      such purpose, by a plurality of votes cast at such meeting. The voting on
      directors at any such meeting shall be by written ballot.




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Section
      2.5.  Term .
      Each
      director shall hold office until his successor is duly elected and qualified,
      except in the event of the earlier termination of his term of office by reason
      of death, resignation, removal or other reason.




Section
      2.6.  Resignation
      and Removal .
      Any
      director may resign at any time upon written notice to the Board of Directors,
      the President or the Secretary. Any director may be removed at any time, with
      or
      without cause, by the holders of no less than two-thirds of the voting power
      of
      the shares then entitled to vote at an election of directors.




Section
      2.7.  Vacancies
      and Newly Created Directorships .
      Vacancies occurring by reason of death, resignation, removal or otherwise,
      and
      newly created directorships resulting from any increase in the authorized number
      of directors, shall be filled by action of a majority of the Board of Directors
      of the Corporation then in office, even if they represent less than a quorum.
      Each director chosen to fill a vacancy or a newly created directorship on the
      Board of Directors shall hold office until the next annual election of directors
      and until his successor shall be elected and qualified.




Section
      2.8.  Quorum
      and Voting .
      Unless
      the Certificate of Incorporation provides otherwise and except as otherwise
      provided in these By-laws, at all meetings of the Board of Directors a majority
      of the total number of directors shall be present to constitute a quorum for
      the
      transaction of business. A director interested in a contract or transaction
      may
      be counted in determining the presence of a quorum at a meeting of the Board
      of
      Directors which authorizes the contract or transaction. In the absence of a
      quorum, a majority of the directors present may adjourn the meeting until a
      quorum shall be present.




Except
      as
      provided in these By-laws, the vote of the majority of the directors present
      at
      a meeting at which a quorum is present shall be the act of the Board of
      Directors.




Section
      2.9.  Regulations .
      The
      Board of Directors may hold its meetings and cause the books and records of
      the
      Corporation to be kept at such place or places within or without the State
      of
      Nevada as the Board of Directors may from time to time determine. A member
      of
      the Board of Directors shall, in the performance of his duties, be fully
      protected in relying in good faith upon the books of account or reports made
      to
      the Corporation by any of its officers, by an independent Certified Public
      Accountant or by an appraiser selected with reasonable care by the Board of
      Directors or any committee of the Board of Directors or in relying in good
      faith
      upon other records of the Corporation.




Section
      2.10.  Annual
      Meeting of Board of Directors .
      An
      annual meeting of the Board of Directors shall be called and held for the
      purpose of organization, election of officers and transaction of any other
      business. If such meeting is held promptly after and at the place specified
      for
      the annual meeting of stockholders, no notice of the annual meeting of the
      Board
      of Directors need be given. Otherwise such annual meeting shall be held at
      such
      time (not more than thirty days after the annual meeting of stockholders) and
      place as may be specified in a notice of the meeting.




Section
      2.11.  Regular
      Meetings .
      Regular
      meetings of the Board of Directors shall be held at the time and place, within
      or without the State of Nevada, as shall from time to time be determined by
      the
      Board of Directors. After there has been such determination and notice thereof
      has been given to each member of the Board of Directors, no further notice
      shall
      be required for any such regular meeting. Except as otherwise provided by law,
      any business may be transacted at any regular meeting.




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Section
      2.12.  Special
      Meetings .
      Special
      meetings of the Board of Directors may, unless otherwise prescribed by law,
      be
      called from time to time by the Chairman of the Board or the Chief Executive
      Officer, and shall be called by the President, Chief Executive Officer or the
      Secretary upon the request of two directors. Except as provided below, notice of
      any special meeting of the Board of Directors, stating the time, place and
      purpose of such special meeting, shall be given to each director.




Section
      2.13.  Notice
      of Meetings; Waiver of Notice .
      Notice
      of any meeting of the Board of Directors shall be deemed to be duly given to
      a
      director (i) if mailed to such director, addressed to him at his address as
      it
      appears upon the books of the Corporation or at the address last made known
      in
      writing to the Corporation by such director as the address to which such notices
      are to be sent, at least five days before the day on which such meeting is
      to be
      held, (ii) if sent to him at such address by telecopier, telex, e-mail or
      telegraph, not later than the day before the day on which such meeting is to
      be
      held or (iii) if delivered to him personally or orally, by telephone or
      otherwise, not later than the day before the day on which such meeting is to
      be
      held. Each such notice shall state the time and place of the meeting and the
      purposes thereof.




Notice
      of
      any meeting of the Board of Directors need not be given to any director if
      waived by him in writing (or by telecopier, telex, e-mail or telegram and
      confirmed in writing) whether before or after the holding of such meeting or
      if
      such director is present at such meeting. Any meeting of the Board of Directors
      shall be a duly constituted meeting without any notice thereof having been
      given
      if all directors then in office shall be present thereat.




Section
      2.14.  Committees
      of Directors .
      The
      Board of Directors may, by resolution or resolutions passed by a majority of
      the
      whole Board of Directors, designate one or more committees, each committee
      to
      consist of one or more of the directors of the Corporation.




Except
      as
      herein provided, vacancies in membership of any committee shall be filled by
      the
      vote of a majority of the whole Board of Directors. The Board of Directors
      may
      designate one or more directors as alternate members of any committee, who
      may
      replace any absent or disqualified member at any meeting of the committee.
      In
      the absence or disqualification of any member of a committee, the member or
      members thereof present at any meeting and not disqualified from voting, whether
      or not he or they constitute a quorum, may unanimously appoint another member
      of
      the Board of Directors to act at the meeting in the place of any such absent
      or
      disqualified member. Members of a committee shall hold office for such period
      as
      may be fixed by a resolution adopted by a majority of the whole Board of
      Directors, subject, however, to removal at any time by the vote of a majority
      of
      the whole Board of Directors.




Section
      2.15.  Powers
      and Duties of Committees .
      Any
      committee, to the extent provided in the resolution or resolutions creating
      such
      committee, shall have and may exercise the powers of the Board of Directors
      in
      the management of the business and affairs of the Corporation and may authorize
      the seal of the Corporation to be affixed to all papers which may require it.
      No
      such committee shall have the power or authority with regard (i) approving
      or
      adopting or recommending to the stockholders, any action or matter expressly
      required by law to be submitted to stockholders for approval, or (ii) adopting,
      amending or repealing the By-laws.




4




Section
      2.16.  Compensation
      of Directors .
      The
      Board of Directors may from time to time, in its discretion, fix the amounts
      which shall be payable to directors and to members of any committee of the
      Board
      of Directors for attendance at the meetings of the Board of Directors or of
      such
      committee and for services rendered to the Corporation.




Section
      2.17.  Action
      Without Meeting .
      Any
      action required or permitted to be taken at any meeting of the Board of
      Directors or of any committee thereof may be taken without a meeting if a
      written consent thereto is signed by all members of the Board of Directors
      or of
      such committee, as the case may be, and such written consent is filed with
      the
      minutes of proceedings of the Board of Directors or such committee.




Section
      2.18.  Action
      by Telephone Conference .
      Any one
      or more members of the Board of Directors or any committee thereof may
      participate in a meeting of the Board of Directors or such committee by means
      of
      a conference telephone or similar communications equipment allowing all persons
      participating in the meeting to hear each other at the same time. Participation
      by such means shall constitute presence in person at a meeting.”




III.  ACTIONS
      BY WRITTEN CONSENT.




Any
      corporate action required by the Restated Articles of Incorporation, Bylaws,
      or
      the laws under which this Corporation is formed, to be voted upon or approved
      at
      a duly called meeting of the Directors or shareholders may be accomplished
      without a meeting if a written memorandum of the respective Directors or
      shareholders, setting forth the action so taken, shall be signed by all the
      Directors or shareholders, as the case may be.




IV.  OFFICERS.




.01  Officers
      Designated.




The
      Officers of the Corporation shall be a president, one or more vice presidents
      (the number thereof to be determined by the Board of Directors), a secretary
      and
      a treasurer, each of whom shall be elected by the Board of Directors. Such
      other
      Officers and assistant officers as may be deemed necessary may be elected or
      appointed by the Board of Directors. Any Officer may be held by the same person,
      except that in the event that the Corporation shall have more than one director,
      the offices of president and secretary shall be held by different
      persons.




.02  Election,
      Qualification and Term of Office.




Each
      of
      the Officers shall be elected by the Board of Directors. None of said Officers
      except the president need be a Director, but a vice president who is not a
      Director cannot succeed to or fill the office of president. The Officers shall
      be elected by the Board of Directors. Except as hereinafter provide, each of
      said Officers shall hold office from the date of his/her election until the
      next
      annual meeting of the Board of Directors and until his/her successor shall
      have
      been duly elected and qualified.




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.03  Powers
      and Duties.




The
      powers and duties of the respective corporate Officers shall be as
      follows:




A.  President.




The
      president shall be the chief executive Officer of the Corporation and, subject
      to the direction and control of the Board of Directors, shall have general
      charge and supervision over its property, business, and affairs. He/she shall,
      unless a Chairman of the Board of Directors has been elected and is present,
      preside at meetings of the shareholders and the Board of Directors.




B.  Vice
      President.




In
      the
      absence of the president or his/her inability to act, the senior vice president
      shall act in his place and stead and shall have all the powers and authority
      of
      the president, except as limited by resolution of the Board of
      Directors.




C.  Secretary.




The
      secretary shall:




1.
            Keep
                the minutes of the shareholder’s and of the Board of Directors meetings in
                one or more books provided for that
                purpose;




2.
            See
                that all notices are duly given in accordance with the provisions
                of these
                Bylaws or as required by law;




3.
            Be
                custodian of the corporate records and of the seal of the Corporation
                and
                affix the seal of the Corporation to all documents as may be
                required;




4.
            Keep
                a register of the post office address of each shareholder which shall
                be
                furnished to the secretary by such
                shareholder;




5.
            Sign
                with the president, or a vice president, certificates for shares
                of the
                Corporation, the issuance of which shall have been authorized by
                resolution of the Board of
                Directors;




6.
            Have
                general charge of the stock transfer books of the corporation;
                and,




7.
            In
                general perform all duties incident to the office of secretary and
                such
                other duties as from time to time may be assigned to him/her by the
                president or by the Board of
                Directors.




D.  Treasurer.




Subject
      to the direction and control of the Board of Directors, the treasurer shall
      have
      the custody, control and disposition of the funds and securities of the
      Corporation and shall account for the same; and, at the expiration of his/her
      term of office, he/she shall turn over to his/her successor all property of
      the
      Corporation in his/her possession.




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E.  Assistant
      Secretaries and Assistant Treasurers.




The
      assistant secretaries, when authorized by the Board of Directors, may sign
      with
      the president or a vice president certificates for shares of the Corporation
      the
      issuance of which shall have been authorized by a resolution of the Board of
      Directors. The assistant treasurers shall, respectively, if required by the
      Board of Directors, give bonds for the faithful discharge of their duties in
      such sums and with such sureties as the Board of Directors shall determine.
      The
      assistant secretaries and assistant treasurers, in general, shall perform such
      duties as shall be assigned to them by the secretary or the treasurer,
      respectively, or by the president or the Board of Directors.




.04  Removal.




The
      Board
      of Directors shall have the right to remove any Officer whenever in its judgment
      the best interest of the Corporation will be served thereby.




.05  Vacancies.




The
      Board
      of Directors shall fill any office which becomes vacant with a successor who
      shall hold office for the unexpired term and until his/her successor shall
      have
      been duly elected and qualified.




.06  Salaries.




The
      salaries of all Officers of the Corporation shall be fixed by the Board of
      Directors.




V.  SHARE
      CERTIFICATES




.01  Form
      and
      Execution of Certificates.




Certificates
      for shares of the Corporation shall be in such form as is consistent with the
      provisions of the Corporation laws of the State of Nevada. They shall be signed
      by the president and by the secretary, and the seal of the Corporation shall
      be
      affixed thereto. Certificates may be issued for fractional shares.




.02  Transfers.




Shares
      may be transferred by delivery of the certificates therefore, accompanied either
      by an assignment in writing on the back of the certificates or by a written
      power of attorney to assign and transfer the same signed by the record holder
      of
      the certificate. Except as otherwise specifically provided in these Bylaws,
      no
      shares shall be transferred on the books of the Corporation until the
      outstanding certificate therefore has been surrendered to the
      Corporation.




.03  Loss
      or
      Destruction of Certificates.




In
      case
      of loss or destruction of any certificate of shares, another may be issued
      in
      its place upon proof of such loss or destruction and upon the giving of a
      satisfactory bond of indemnity to the Corporation. A new certificate may be
      issued without requiring any bond, when in the judgment of the Board of
      Directors it is proper to do so.




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VI.  BOOKS
      AND
      RECORDS.




.01  Books
      of
      Accounts, Minutes and Share Register.




The
      Corporation shall keep complete books and records of accounts and minutes of
      the
      proceedings of the Board of Directors and shareholders and shall keep at its
      registered office, principal place of business, or at the office of its transfer
      agent or registrar a share register giving the names of the shareholders in
      alphabetical order and showing their respective addresses and the number of
      shares held by each.




.02  Copies
      of
      Resolutions.




Any
      person dealing with the Corporation may rely upon a copy of any of the records
      of the proceedings, resolutions, or votes of the Board of Directors or
      shareholders, when certified by the president or secretary.




VII.  CORPORATE
      SEAL.




The
      following is an impression of the corporate seal of this
      Corporation:




VIII.  LOANS.




Generally,
      no loans shall be made by the Corporation to its Officers or Directors, unless
      first approved by the holder of two-third of the voting shares, and no loans
      shall be made by the Corporation secured by its shares. Loans shall be permitted
      to be made to Officers, Directors and employees of the Company for moving
      expenses, including the cost of procuring housing. Such loans shall be limited
      to $25,000.00 per individual upon unanimous consent of the Board of
      Directors.




IX.  INDEMNIFICATION
      OF DIRECTORS AND OFFICERS.




.01  Indemnification.




The
      Corporation shall indemnify any person who was or is a party or is threatened
      to
      be made a party to any proceeding, whether civil, criminal, administrative
      or
      investigative (other than an action by or in the right of the Corporation)
      by
      reason of the fact that such person is or was a Director, Trustee, Officer,
      employee or agent of the Corporation, or is or was serving at the request of
      the
      Corporation as a Director, Trustee, Officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, against
      expenses (including attorneys’ fees), judgment, fines and amounts paid in
      settlement actually and reasonably incurred by such person in connection with
      such action, suit or proceeding if such person acted in good faith and in a
      manner such person reasonably believed to be in or not opposed to the best
      interests of the Corporation, and with respect to any criminal action or
      proceeding, had no reasonable cause to believe such person’s conduct was
      unlawful. The termination of any action, suit or proceeding by judgment, order,
      settlement, conviction, or upon a plea of nolo contendere or its equivalent,
      shall not, of itself, create a presumption that the person did not act in good
      faith and in a manner which such person reasonably believed to be in or not
      opposed to the best interests of the Corporation, and with respect to any
      criminal action proceeding, had reasonable cause to believe that such person’s
      conduct was unlawful.




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.02  Derivative
      Action




The
      Corporation shall indemnify any person who was or is a party or is threatened
      to
      be made a party to any threatened, pending or completed action or suit by or
      in
      the right of the Corporation to procure a judgment in the Corporation’s favor by
      reason of the fact that such person is or was a Director, Trustee, Officer,
      employee or agent of the Corporation, or is or was serving at the request of
      the
      Corporation as a Director, Trustee, Officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, against
      expenses (including attorney’s fees) and amount paid in settlement actually and
      reasonably incurred by such person in connection with the defense or settlement
      of such action or suit if such person acted in good faith and in a manner such
      person reasonably believed to be in or not opposed to the best interests of
      the
      Corporation, and, with respect to amounts paid in settlement, the settlement
      of
      the suit or action was in the best interests of the Corporation; provided,
      however, that no indemnification shall be made in respect of any claim, issue
      or
      matter as to which such person shall have been adjudged to he liable for gross
      negligence or willful misconduct in the performance of such person’s duty to the
      Corporation unless and only to the extent that, the court in which such action
      or suit was brought shall determine upon application that, despite circumstances
      of the case, such person is fairly and reasonably entitled to indemnity for
      such
      expenses as such court shall deem proper. The termination of any action or
      suit
      by judgment or settlement shall not, of itself, create a presumption that the
      person did not act in good faith and in a manner which such person reasonably
      believed to be in or not opposed to the best interests of the
      Corporation.




.03  Successful
      Defense.




To
      the
      extent that a Director, Trustee, Officer, employee or Agent of the Corporation
      has been successful on the merits or otherwise, in whole or in part in defense
      of any action, suit or proceeding referred to in Paragraphs .01 and .02 above,
      or in defense of any claim, issue or matter therein, such person shall be
      indemnified against expenses (including attorneys’ fees) actually and reasonably
      incurred by such person in connection therewith.




.04  Authorization.




Any
      indemnification under Paragraphs .01 and .02 above (unless ordered by a court)
      shall be made by the Corporation only as authorized in the specific case upon
      a
      determination that indemnification of the Director, Trustee, Officer, employee
      or agent is proper in the circumstances because such person has met the
      applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such
      determination shall be made (a) by the Board of Directors of the Corporation
      by
      a majority vote of a quorum consisting of Directors who were not parties to
      such
      action, suit or proceeding, or (b) is such a quorum is not obtainable, by a
      majority vote of the Directors who were not parties to such action, suit or
      proceeding, or (c) by independent legal counsel (selected by one or more of
      the
      Directors, whether or not a quorum and whether or not disinterested) in a
      written opinion, or (d) by the Shareholders. Anyone making such a determination
      under this Paragraph may determine that a person has met the standards therein
      set forth as to some claims, issues or matters but not as to others, and may
      reasonably prorate amounts to be paid as indemnification.




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.05  Advances.




Expenses
      incurred in defending civil or criminal action, suit or proceeding shall be
      paid
      by the Corporation, at any time or from time to time in advance of the final
      disposition of such action, suit or proceeding as authorized in the manner
      provided in Paragraph above upon receipt of an undertaking by or on behalf
      of
      the Director, Trustee, Officer, employee or agent to repay such amount unless
      it
      shall ultimately be by the Corporation is authorized in this
      Section.




.06  Nonexclusivity.




The
      indemnification provided in this Section shall not be deemed exclusive of any
      other rights to which those indemnified may be entitled under any law, bylaw,
      agreement, vote of shareholders or disinterested Directors or otherwise, both
      as
      to action in such person’s official capacity and as to action in another
      capacity while holding such office, and shall continue as to a person who has
      ceased to be a Director, Trustee, Officer, employee or agent and shall inure
      to
      the benefit of the heirs, executors, and administrators of such a
      person.




.07  Insurance.




The
      Corporation shall have the power to purchase and maintain insurance on behalf
      of
      any person who is or was a Director, Trustee, Officer, employee or agent of
      the
      Corporation, or is or was serving at the request of the Corporation as a
      Director, Trustee, Officer, employee or agent of another corporation,
      partnership, joint venture, trust or other enterprise, against any liability
      assessed against such person in any such capacity or arising out of such
      person’s status as such, whether or not the corporation would have the power to
      indemnify such person against such liability.




.08  “Corporation”
      Defined.




For
      purposes of this Section, references to the “Corporation” shall include, in
      addition to the Corporation, an constituent corporation (including any
      constituent of a constituent) absorbed in a consolidation or merger which,
      if
      its separate existence had continued, would have had the power and authority
      to
      indemnify its Directors, Trustees, Officers, employees or agents, so that any
      person who is or was a Director, Trustee, Officer, employee or agent of such
      constituent corporation or of any entity a majority of the voting stock of
      which
      is owned by such constituent corporation or is or was serving at the request
      of
      such constituent corporation as a Director, Trustee, Officer, employee or agent
      of the corporation, partnership, joint venture, trust or other enterprise,
      shall
      stand in the same position under the provisions of this Section with respect
      to
      the resulting or surviving Corporation as such person would have with respect
      to
      such constituent corporation if its separate existence had
      continued.




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X.  AMENDMENT
      OF BYLAWS.




.01  By
      the
      Shareholders.




These
      Bylaws may be amended, altered, or repealed at any regular or special meeting
      of
      the shareholders if notice of the proposed alteration or amendment is contained
      in the notice of the meeting.




.02  By
      the
      Board of Directors.




These
      Bylaws may be amended, altered, or repealed by the affirmative vote of a
      majority of the entire Board of Directors at any regular or special meeting
      of
      the Board.




XI.  FISCAL
      YEAR.




The
      fiscal year of the Corporation shall be set by resolution of the Board of
      Directors.




XII.  RULES
      OF
      ORDER.




The
      rules
      contained in the most recent edition of Robert’s Rules of Order, Newly Revised,
      shall govern all meetings of shareholders and Directors where those rules are
      not inconsistent with the Restated Articles of Incorporation, Bylaws, or special
      rules or order of the Corporation.




XIII.  REIMBURSEMENT
      OF DISALLOWED EXPENSES.




If
      any
      salary, payment, reimbursement, employee fringe benefit, expense allowance
      payment, or other expense incurred by the Corporation for the benefit of an
      employee is disallowed in whole or in part as a deductible expense of the
      Corporation for Federal Income Tax purposes, the employee shall reimburse the
      Corporation, upon notice and demand, to the full extent of the disallowance.
      This legally enforceable obligation is in accordance with the provisions of
      Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling
      such
      employee to a business expense deduction for the taxable year in which the
      repayment is made to the Corporation. In this manner, the Corporation shall
      be
      protected from having to bear the entire burden of disallowed expense
      items.




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