Exhibit 3.5
                            AMENDED AND RESTATED
                                   BYLAWS
                                     OF
                           MONARCH STAFFING, INC.


                                 ARTICLE 1.
                                  OFFICES

1.1       Business Office
          ---------------

          The principal business office ("principal office") of the
corporation shall be located at any place either within or without the
State of Nevada as designated in the corporation's most current Annual
Report filed with the Nevada Secretary of State. The corporation may have
such other offices, either within or without the State of Nevada, as the
Board of Directors may designate or as the business of the corporation may
require from time to time. The corporation shall maintain at its principal
office a copy of certain records, as specified in Section 2.14 of Article
2.

1.2       Registered Office
          -----------------

          The registered office of the corporation shall be located within
Nevada and may be, but need not be, identical with the principal office,
provided the principal office is located within Nevada.  The address of the
registered office may be changed from time to time by the Board of
Directors.


                                 ARTICLE 2.
                                SHAREHOLDERS

2.1       Annual Shareholder Meeting
          --------------------------

          The annual meeting of the shareholders shall be held in September
of each year, or at a date and time fixed by the Board of Directors, for
the purpose of electing directors and for the transaction of such other
business as may come before the meeting.  If the day fixed for the annual
meeting shall be a legal holiday in the State of Nevada, such meeting shall
be held on the next succeeding business day.

          If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or at any
subsequent continuation after adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as convenient.


2.2       Special Shareholder Meetings
          ----------------------------

          Special meetings of the shareholders, for any purpose or purposes
described in the notice of meeting, may be called by the President, the
Chairman of the Board of Directors, the Chief Executive Officer or the
Board of Directors, and shall be called by the President at the written
request of the holders of not less than one-third of all outstanding shares
of the corporation entitled to vote on any issue at the meeting.

2.3       Place of Shareholder Meetings
          -----------------------------

          The Board of Directors may designate any place, either within or
without the State of Nevada, as the place for any annual or any special
meeting of the shareholders, unless by written consent, which may be in the
form of waivers of notice or otherwise, all shareholders entitled to vote
at the meeting designate a different place, either within or without the
State of Nevada, as the place for the holding of such meeting.  If no
designation is made by either the Board of Directors or unanimous action of
the voting shareholders, the place of meeting shall be the principal office
of the corporation in the State of Nevada.

2.4       Notice of Shareholder Meeting
          -----------------------------

          (a)  REQUIRED NOTICE.  Written notice stating the place, day and
hour of any annual or special shareholder meeting shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Board
of Directors, the Chairman of the Board of Directors, or other persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting and to any other shareholder entitled by the laws of the State of
Nevada governing corporations (the "Act")or the Articles of Incorporation
to receive notice of the meeting. Notice shall be deemed to be effective at
the earlier of:  (1) when deposited in the United States mail, addressed to
the shareholder at his address as it appears on the stock transfer books of
the corporation, with postage thereon prepaid; (2) on the date shown on the
return receipt if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the addressee;  (3)
when received; or  (4) 5 days after deposit in the United States mail, if
mailed postpaid and correctly addressed to an address, provided in writing
by the shareholder, which is different from that shown in the corporation's
current record of shareholders.

          (b)  ADJOURNED MEETING.  If any shareholder meeting is adjourned
to a different date, time, or place, notice need not be given of the new
date, time, and place if the new date, time, and place is announced at the
meeting before adjournment.  But if a new record date for the adjourned
meeting is, or must be fixed (see Section 2.5 of this Article 2) then
notice must be given pursuant to the requirements of paragraph (a) of this
Section 2.4, to those persons who are shareholders as of the new record
date.

          (c)  WAIVER OF NOTICE.  A shareholder may waive notice of the
meeting (or any notice required by the Act, Articles of Incorporation, or
Bylaws), by a writing signed by the shareholder entitled to the notice,
which is delivered to the corporation (either before or after the date and
time stated in the notice)for inclusion in the minutes of filing with the
corporate records.

A shareholder's attendance at a meeting:

          (1)  waives objection to lack of notice or defective notice of
the meeting unless the shareholder, at the beginning of the meeting,
objects to holding the meeting or transacting business at the meeting; and

          (2)  waives objection to consideration of a particular matter at
the meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to consideration of the
matter when it is presented.

          (d)  CONTENTS OF NOTICE.  The notice of each special shareholder
meeting shall include a description of the purpose or purposes for which
the meeting is called.  Except as provided in this Section 2.4(d), or as
provided in the corporation's articles, or otherwise in the Act, the notice
of an annual shareholder meeting need not include a description of the
purpose or purposes for which the meeting is called.

          If a purpose of any shareholder meeting is to consider either:
(1)  a proposed amendment to the Articles of Incorporation (including any
restated articles requiring shareholder approval);  (2)  a plan of merger
or share exchange;  (3) the sale, lease, exchange or other disposition of
all, or substantially all of the corporation's property;  (4)  the
dissolution of the corporation; or  (5) the removal of a director, the
notice must so state and be accompanied by, respectively, a copy or summary
of the:  (a) articles of amendment; (b) plan of merger or share exchange;
and (c) transaction for disposition of all, or substantially all, of the
corporation's property.  If the proposed corporate action creates
dissenters' rights, as provided in the Act, the notice must state that
shareholders are, or may be entitled to assert dissenters' rights, and must
be accompanied by a copy of relevant provisions of the Act.  If the
corporation issues, or authorizes the issuance of shares for promissory
notes or for promises to render services in the future, the corporation
shall report in writing to all the shareholders the number of shares
authorized or issued, and the consideration received with or before the
notice of the next shareholder meeting.  Likewise, if the corporation
indemnifies or advances expenses to an officer or a director, this shall be
reported to all the shareholders with or before notice of the next
shareholder meeting.
                                     2
          (e)  SHAREHOLDER PROPOSALS.  In order for any shareholder
proposals to be properly brought before any meeting of shareholders, a
written notice thereof must be given to the Board of Directors not later
than thirty (30) days before the date of the shareholder meeting.

2.5       Fixing of Record Date
          ---------------------
          For the purpose of determining shareholders of any voting group
entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any distribution or dividend,
or in order to make a determination of shareholders for any other proper
purpose, the Board of Directors may fix in advance a date as the record
date.  Such record date shall not be more than 70 days prior to the date on
which the particular action requiring such determination of shareholders
entitled to notice of, or to vote at a meeting of shareholders, or
shareholders entitled to receive a share dividend or distribution.  The
record date for determination of such shareholders shall be at the close of
business on:

          (a)  With respect to an annual shareholder meeting or any special
shareholder meeting called by the Board of Directors or any person
specifically authorized by the Board of Directors or these Bylaws to call a
meeting, the day before the first notice is given to  shareholders;

          (b)  With respect to a special shareholder meeting demanded by
the shareholders, the date the first shareholder signs the demand;

          (c)  With respect to the payment of a share dividend, the date
the Board of Directors authorizes the share dividend;

          (d)  With respect to actions taken in writing without a meeting
pursuant to Article 2, Section 2.12), the first date any shareholder signs
a consent; and

          (e)  With respect to a distribution to shareholders, (other than
one involving a repurchase or reacquisition of shares), the date the Board
of Directors authorizes the distribution.

          When a determination of shareholders entitled to vote at any
meeting of shareholders has been made, as provided in this section, such
determination shall apply to any adjournment thereof unless the Board of
Directors fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the
original meeting.


          If no record date has been fixed, the record date shall be the
date the written notice of the meeting is given to shareholders.



2.6       Shareholder List
          ----------------

          The officer or agent having charge of the stock transfer books
for shares of the corporation shall, at least ten (10) days before each
meeting of shareholders, make a complete record of the shareholders
entitled to vote at each meeting of shareholders, arranged in alphabetical
order, with the address of and the number of shares held by each.  The list
must be arranged by class or series of shares.  The shareholder list must
be available for inspection by any shareholder, beginning two business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting.  The list shall be available at the
corporation's principal office or at a place in the city where the meeting
is to be held, as set forth in the notice of meeting.  A shareholder, his
agent, or attorney is entitled, on written demand, to inspect and, subject
to the requirements of Section 2.14 of this Article 2, to copy the list
during regular business hours and at his expense, during the period it is
available for inspection.  The corporation shall maintain the shareholder
list in written form or in another form capable of conversion into written
form within a reasonable time.


                                     3

2.7       Shareholder Quorum and Voting Requirements
          ------------------------------------------

          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. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented 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.

          Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting, unless a new record date is or must be set
for that adjourned meeting.

          If a quorum exists, a majority vote of those shares present and
voting at a duly organized meeting shall suffice to defeat or enact any
proposal unless the Statutes of the State of Nevada, the Articles of
Incorporation or these Bylaws require a greater-than-majority vote, in
which event the higher vote shall be required for the action to constitute
the action of the corporation.

2.8       Increasing Either Quorum or Voting Requirements
          -----------------------------------------------

          For purposes of this Section 2.8, a "supermajority" quorum is a
requirement that more than a majority of the votes of the voting group be
present to constitute a quorum; and a "supermajority" voting requirement is
any requirement that requires the vote of more than a majority of the
affirmative votes of a voting group at a meeting.

          The shareholders, but only if specifically authorized to do so by
the Articles of Incorporation, may adopt, amend, or delete a Bylaw which
fixes a "supermajority" quorum or "supermajority" voting requirement.

          The adoption or amendment of a Bylaw that adds, changes, or
deletes a "supermajority" quorum or voting requirement for shareholders
must meet the same quorum requirement and be adopted by the same vote
required to take action under the quorum and voting requirement then if
effect or proposed to be adopted, whichever is greater.

          A Bylaw that fixes a supermajority quorum or voting requirement
for shareholders may not be adopted, amended, or repealed by the Board of
Directors.

2.9       Proxies
          -------

          At all meetings of shareholders, a shareholder may vote in
person, or vote by written proxy executed in writing by the shareholder or
executed by his duly authorized attorney-in fact.  Such proxy shall be
filed with the secretary of the corporation or other person authorized to
tabulate votes 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 specifically provided in the proxy or coupled with an interest.

2.10      Voting of Shares
          ----------------

          Unless otherwise provided in the articles, each outstanding share
entitled to vote shall be entitled to one vote upon each matter submitted
to a vote at a meeting of shareholders.

          Shares held by an administrator, executor, guardian or
conservator may be voted by him/her/it, either in person or by proxy,
without the transfer of such shares into his/her/its name.  Shares standing
in the name of a trustee may be voted by him/her/it, either in person or by
proxy, but trustee shall be entitled to vote shares held by him/her/it
without transfer of such shares into his/her/its name.


                                     4

          Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his/her/its name
if authority to do so is contained in an appropriate order of the Court by
which such receiver was appointed.

          A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares are transferred into the name of the pledgee,
and thereafter, the pledge shall be entitled to vote the shares so
transferred.

          Shares of its own stock belonging to the corporation or held by
it in a fiduciary capacity shall not be voted, directly or indirectly, at
any meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.

          Redeemable shares are not entitled to vote after notice of
redemption is mailed to the holders and a sum sufficient to redeem the
shares has been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares.

2.11      Corporation's Acceptance of Votes
          ---------------------------------

          (a)  If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the corporation, if
acting in good faith, is entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder.

          (b)  If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder, the
corporation, if acting in good faith, is nevertheless entitled to accept
the vote, consent, waiver, or proxy appointment and give it effect as the
act of the shareholder if:

          (1)  the shareholder is an entity, as defined in the Act, and the
name signed purports to be that of an officer or agent of the entity;

          (2)   the name signed purports to be that of an administrator,
executor, guardian or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to the
corporation has been presented with respect to the vote, consent, waiver,
or proxy appointment;

          (3)  the name signed purports to be that of a receiver or trustee
in bankruptcy of the shareholder and, if the corporation requests, evidence
of this status acceptable to the corporation has been presented with
respect to the vote, consent, waiver or proxy appointment;

          (4)  the name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation
requests, evidence acceptable to the corporation of the signatory's
authority to sign for the shareholder has been presented with respect to
the vote, consent, waiver, or proxy appointment; or

          (5)  the shares are held in the name of two or more persons as
co-tenants or fiduciaries and the name signed purports to be the name of at
least one of the co-owners and the person signing appears to be acting on
behalf of all the co-owners.

          (c)  The corporation is entitled to reject a vote, consent,
waiver, or proxy appointment if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.

          (d)  The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this Section 2.11 are not liable in
damages to the shareholder for the consequences of the acceptance or
rejection.


                                     5

          (e)  Corporation action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section is valid
unless a court of competent jurisdiction determines otherwise.

2.12      Shareholder Action by Consent.
          ------------------------------

          In accordance with Section 78.320 of the Nevada Revised Statutes,
any action required to be taken at any annual or special meeting of
stockholders of the corporation or any action which may be taken at any
annual or special meeting of such shareholders, may be taken without a
meeting, without prior notice and without a vote, if a consent or consents
in writing setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of shareholders
are recorded.  Delivery made to the corporation's registered office shall
be by hand or by certified or registered mail, return receipt requested.

          Every written consent shall bear the date of signature of each
stockholder who signs the consent, and no written consent shall be
effective to take the corporate action referred to therein unless, within
50 days of the earliest dated consent delivered in the manner required by
this section to the corporation, written consents signed by a sufficient
number of holders to take action are delivered to the corporation by
delivery to its registered office, its principal place of business or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded.  Delivery made to the
corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.

          Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
shareholders who have not consented in writing.

2.13      Voting for Directors
          --------------------

          Unless otherwise provided in the Articles of Incorporation,
directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is present.

2.14      Shareholders' Rights to Inspect Corporate Records
          -------------------------------------------------

          Shareholders shall have the following rights regarding inspection
of corporate records:

          (a)  MINUTES AND ACCOUNTING RECORDS - The corporation shall keep,
as permanent records, minutes of all meetings of its shareholders and Board
of Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on
behalf of the corporation.  The corporation shall maintain appropriate
accounting records.

          (b)  ABSOLUTE INSPECTION RIGHTS OF RECORDS REQUIRED AT
PRINCIPAL OFFICE -  If a shareholder gives the corporation written notice
of his demand at least five business days before the date on which he
wishes to inspect and copy, he, or his agent or attorney, has the right to
inspect and copy, during regular business hours, any of the  following
records, all of which the corporation is required to keep at its principal
office:

          (1)  its Articles or restated Articles of Incorporation and all
amendments to them currently in effect;

          (2)  its Bylaws or restated Bylaws and all amendments to them
currently in effect;


                                     6

          (3)  resolutions adopted by its Board of Directors creating one
or more classes or series of shares, and fixing their relative rights,
preferences and imitations, if shares issued pursuant to those resolutions
are outstanding;

          (4)  the minutes of all shareholders' meetings, and records of
all action taken by shareholders without a meeting, for the past three
years;

          (5)  all written communications to share- holders within the past
three years, including the financial statements furnished for the past
three years to the shareholders;

          (6)  a list of the names and business addresses of its current
directors and officers; and

          (7)  its most recent annual report delivered to the Nevada
Secretary of State.

          (c)  CONDITIONAL INSPECTION RIGHT - In addition, if a shareholder
gives the corporation a written demand, made in good faith and for a proper
purpose, at least five business days before the date on which he wishes to
inspect and copy, describes with reasonable particularity his purpose and
the records he desires to inspect, and the records are directly connected
to his purpose, a shareholder of a corporation, or his duly authorized
agent or attorney, is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the corporation, any of the
following records of the corporation:

          (1)  excerpts from minutes of any meeting of the Board of
Directors; records of any action of a committee of the Board of Directors
on behalf of the corporation; minutes of any meeting of the shareholders;
and records of action taken by the shareholders or Board of Directors
without a meeting, to the extent not subject to inspection under paragraph
(a) of this Section 2.14;

          (2)  accounting records of the corporation; and

          (3)  the record of shareholders (compiled no earlier than the
date of the shareholder's demand).

          (d)  COPY COSTS -  The right to copy records includes, if
reasonable, the right to receive copies made by photographic, xerographic,
or other means.  The corporation may impose a reasonable charge, to be paid
by the shareholder on terms set by the corporation, covering the costs of
labor and material incurred in making copies of any documents provided to
the shareholder.

          (e)  "SHAREHOLDER" INCLUDES BENEFICIAL OWNER - For purposes of
this Section 2.14, the term "shareholder" shall include a beneficial owner
whose shares are held in a voting trust or by a nominee on his behalf.

2.15      Financial Statements Shall Be Furnished to the Shareholders.
          ------------------------------------------------------------

          (a)  The corporation shall furnish its shareholders annual
financial statements, which may be consolidated or combined statements of
the corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income
statement for that year, and a statement of changes in shareholders' equity
for the year, unless that information appears elsewhere in the financial
statements.  If financial statements are prepared for the corporation on
the basis of generally accepted accounting principles, the annual financial
statements for the shareholders must also be prepared on that basis.

          (b)  If the annual financial statements are reported upon by a
public accountant, his report must accompany them.  If not, the statements
must be accompanied by a statement of the president or the person
responsible for the corporation's accounting records:


                                     7

          (1)  stating his reasonable belief that the statements were
prepared on the basis of generally accepted accounting principles and, if
not, describing the basis of preparation; and

          (2)  describing any respects in which the statements were not
prepared on a basis of accounting consistent with the statements prepared
for the preceding year.

          (c)  A corporation shall mail the annual financial statements to
each shareholder within 120 days after the close of each fiscal year.
Thereafter, on written request from a shareholder who was not mailed the
statements, the corporation shall mail him the latest financial statements.

2.16      Dissenters' Rights.
          -------------------

          Each shareholder shall have the right to dissent from and obtain
payment for his shares when so authorized by the Act, Articles of
Incorporation, these Bylaws, or a resolution of the Board of Directors.

2.17      Order of Business.
          ------------------

          The following order of business shall be observed at all meetings
of the shareholders, as applicable and so far as practicable:

          (a)  Calling the roll of officers and directors present and
determining shareholder quorum requirements;

          (b)  Reading, correcting and approving of minutes of previous
meeting;

          (c)  Reports of officers;

          (d)  Reports of Committees;

          (e)  Election of Directors;

          (f)  Unfinished business;

          (g)  New business; and

          (h)  Adjournment.

                                 ARTICLE 3.
                             BOARD OF DIRECTORS

3.1       General Powers.
          ---------------

          Unless the Articles of Incorporation have dispensed with or
limited the authority of the Board of Directors by describing who will
perform some or all of the duties of a Board of Directors, all corporate
powers shall be exercised by or under the authority of, and the business
and affairs of the corporation shall be managed under the direction of the
Board of Directors.

3.2       Number, Tenure and Qualification of Directors.
          ----------------------------------------------

          Unless otherwise provided in the Articles of Incorporation, the
authorized number of directors shall be not less than 1 (minimum number)
nor more than 9 (maximum number). The initial number of directors was
established in the original Articles of Incorporation.  The number of
directors shall always be within the limits specified above, and as
determined by resolution adopted by the Board of Directors. After any
shares of this corporation are issued, neither the maximum nor minimum
number of directors can be changed, nor can a fixed number be substituted
for the maximum and minimum numbers, except by a duly adopted amendment to
the Articles of Incorporation duly approved by a majority of the
outstanding shares entitled to vote.  Each director shall hold office until
the next annual meeting of shareholders or until removed.  However, if his
term expires, he shall continue to serve until his successor shall have
been elected and qualified, or until there is a decrease in the number of
directors.  Unless required by the Articles of Incorporation, directors do
not need to be residents of Nevada or shareholders of the corporation.

                                     8
3.3       Regular Meetings of the Board of Directors.
          -------------------------------------------

          A regular meeting of the Board of Directors shall be held without
other notice than this Bylaw immediately after, and at the same place as,
the annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution. (If permitted by
Section 3.7, any regular meeting may be held by telephone).

3.4       Special Meeting of the Board of Directors.
          ------------------------------------------

          Special meetings of the Board of Directors may be called by or at
the request of the president or any one director.  The person or persons
authorized to call special meetings of the Board of Directors may fix any
place, either within or without the State of Nevada, as the place for
holding any special meeting of the Board of Directors or, if permitted by
Section 3.7, any special meeting may be held by telephone.

3.5       Notice of, and Waiver of Notice of, Special Meetings of the Board
          of Directors.
          -----------------------------------------------------------------

          Unless the Articles of Incorporation provide for a longer or
shorter period, notice of any special meeting of the Board of Directors
shall be given at least two days prior thereto, either orally or in
writing.  If mailed, notice of any director meeting shall be deemed to be
effective at the earlier of:  (1) when received;  (2) five days after
deposited in the United States mail, addressed to the director's business
office, with postage thereon prepaid;  or (3) the date shown on the return
receipt, if sent by registered or certified mail, return receipt requested,
and the receipt is signed by or on behalf of the director. Notice may also
be given by facsimile and, in such event, notice shall be deemed effective
upon transmittal thereof to a facsimile number of a compatible facsimile
machine at the director's business office. Any director may waive notice of
any meeting.  Except as otherwise provided herein, the waiver must be in
writing, signed by the director entitled to the notice, and filed with the
minutes or corporate records.  The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business and at the beginning of the meeting, or
promptly upon his arrival, objects to holding the meeting or transacting
business at the meeting, and does not thereafter vote for or assent to
action taken at the meeting. Unless required by the Articles of
Incorporation or the Act, neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified
in the notice or waiver of notice of such meeting.

3.6       Director Quorum.
          ----------------

          A majority of the number of directors fixed, pursuant to Section
3.2 of this Article 3, shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, unless the Articles of
Incorporation or the Act require a greater number for a quorum.

          Any amendment to this quorum requirement is subject to the
provisions of Section 3.8 of this Article 3.

          Once a quorum has been established at a duly organized meeting,
the Board of Directors may continue to transact corporate business until
adjournment, notwithstanding the withdrawal of enough directors to leave
less than a quorum.



                                     9

3.7       Actions By Directors.
          ---------------------

          The act of the majority of the directors present at a meeting at
which a quorum is present when the vote is taken shall be the act of the
Board of Directors, unless the Articles of Incorporation or the Act require
a greater percentage.  Any amendment which changes the number of directors
needed to take action is subject to the provisions of Section 3.8 of this
Article 3.

          Unless the Articles of Incorporation provide otherwise, any or
all directors may participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of communication by which
all directors participating may simultaneously hear each other during the
meeting.  Minutes of any such meeting shall be prepared and entered into
the records of the corporation.  A director participating in a meeting by
this means is deemed to be present in person at the meeting.

          A director who is present at a meeting of the Board of Directors
or a committee of the Board of Directors when corporate action is taken is
deemed to have assented to the action taken unless:  (1) he objects at the
beginning of the meeting, or promptly upon his arrival, to holding it or
transacting business at the meeting; or (2) his dissent or abstention from
the action taken is entered in the minutes of the meeting; or (3) he
delivers written notice of his dissent or abstention to the presiding
officer of the meeting before its adjournment or to the corporation within
24 hours after adjournment of the meeting.  The right of dissent or
abstention is not available to a director who votes in favor of the action
taken.

3.8       Establishing a "Supermajority" Quorum or Voting Requirement for
          the Board of Directors.
          ---------------------------------------------------------------
          For purposes of this Section 3.8, a "supermajority" quorum is a
requirement that more than a majority of the directors in office constitute
a quorum; and a "supermajority" voting requirement is one which requires
the vote of more than a majority of those directors present at a meeting at
which a quorum is present to be the act of the directors.

          A Bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

          (1)  if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders); or

          (2)  if originally adopted by the Board of Directors, either by
the shareholders or by the Board of Directors.

          A Bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for the Board of
Directors may provide that it may be amended or repealed only by a
specified vote of either the shareholders or the Board of Directors.

          Subject to the provisions of the preceding paragraph, action by
the Board of Directors to adopt, amend, or repeal a Bylaw that changes the
quorum or voting requirement for the Board of Directors must meet the same
quorum requirement and be adopted by the same vote required to take action
under the quorum and voting requirement then in effect or proposed to be
adopted, whichever is greater.

3.9       Director Action Without a Meeting.
          ----------------------------------

          Unless the Articles of Incorporation provide otherwise, any
action required or permitted to be taken by the Board of Directors at a
meeting may be taken without a meeting if all the directors sign a written
consent describing the action taken. Such consents shall be filed with the
records of the corporation.  Action taken by consent is effective when the
last director signs the consent, unless the consent specifies a different
effective date.  A signed consent has the effect of a vote at a duly
noticed and conducted meeting of the Board of Directors and may be
described as such in any document.


                                     10

3.10      Removal of Directors.
          ---------------------

          The shareholders may remove one or more directors at a meeting
called for that purpose if notice has been given that a purpose of the
meeting is such removal.  The removal may be with or without cause unless
the Articles of Incorporation provide that directors may only be removed
for cause.  If cumulative voting is not authorized, a director may be
removed only if the number of votes cast in favor of removal exceeds the
number of votes cast against removal.

3.11      Board of Director Vacancies.
          ----------------------------

          Any vacancy on the Board of Directors, whether because of death,
resignation, disqualification, an increase in the number of directors, or
any other cause may be filled by a majority of the remaining directors, a
sole remaining director, or the majority shareholders.  Any director
elected to fill a vacancy shall hold office until his death, resignation,
retirement, removal, or disqualification, or until his successor shall have
been elected and qualified.

3.12      Director Compensation.
          ----------------------

          Unless otherwise provided in the Articles of Incorporation, by
resolution of the Board of Directors, each director may be paid his
expenses, if any, of attendance at each meeting of the Board of Directors,
and may be paid a stated salary as director or a fixed sum for attendance
at each meeting of the Board of Directors, or both.  No such payment shall
preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.

3.13      Director Committees.
          --------------------

          (a)  CREATION OF COMMITTEES.  Unless the Articles of
Incorporation provide otherwise, the Board of Directors may create one or
more committees and appoint members of the Board of Directors to serve on
them.  Each committee must have two or more members, who serve at the
pleasure of the Board of Directors.

          (b)  SELECTION OF MEMBERS.  The creation of a committee and
appointment of members to it must be approved by the greater of (1)  a
majority of all the directors in office when the action is taken, or (2)
the number of directors required by the Articles of Incorporation to take
such action.

          (c)  REQUIRED PROCEDURES.  Sections 3.4, 3.5, 3.6, 3.7, 3.8 and
3.9 of this Article 3 apply to committees and their members.

          (d)  AUTHORITY.  Unless limited by the Articles of Incorporation
or the Act, each committee may exercise those aspects of the authority of
the Board of Directors which the Board of Directors confers upon such
committee in the resolution creating the committee.  Provided, however, a
committee may not:

          (1)  authorize distributions to shareholders;

          (2)  approve or propose to shareholders any action that the Act
requires be approved by shareholders;

          (3)  fill vacancies on the Board of Directors or on any of its
committees;

          (4)  amend the Articles of Incorporation;

          (5)  adopt, amend, or repeal Bylaws;

          (6)  approve a plan of merger not requiring shareholder approval;


                                     11

          (7)  authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of Directors; or

          (8)  authorize or approve the issuance or sale, or contract for
sale of shares,  or determine the designation and relative rights,
preferences, and limitations of a class or series of shares; except that
the Board of Directors may authorize a committee to do so within limits
specifically prescribed by the Board of Directors.


                                 ARTICLE 4.
                                  OFFICERS

4.1       Designation of Officers.
          ------------------------

          The officers of the corporation shall be a president, a
secretary, and a treasurer, each of whom shall be appointed by the Board of
Directors.  Such other officers and assistant officers as may be deemed
necessary, including any vice-presidents, may be appointed by the Board of
Directors. The same individual may simultaneously hold more than one office
in the corporation.

4.2       Appointment and Term of Office.
          -------------------------------

          The officers of the corporation shall be appointed by the Board
of Directors for a term as determined by the Board of Directors.  If no
term is specified, they shall hold office until the first meeting of the
directors held after the next annual meeting of shareholders.  If the
appointment of officers is not made at such meeting, such appointment shall
be made as soon thereafter as is convenient.  Each officer shall hold
office until his successor has been duly appointed and qualified, until his
death, or until he resigns or has been removed in the manner provided in
Section 4.3 of this Article 4.

          The designation of a specified term does not grant to the officer
any contract rights, and the Board of Directors can remove the officer at
any time prior to the termination of such term.

          Appointment of an officer shall not of itself create any contract
rights.

4.3       Removal of Officers.
          --------------------

          Any officer may be removed by the Board of Directors at any time,
with or without cause.  Such removal shall be without prejudice to the
contract rights, if any, of the person so removed.

4.4       President.
          ----------

          The president shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall
generally supervise and control all of the business and affairs of the
corporation.  He shall, when present, preside at all meetings of the
shareholders.  He may sign, with the secretary or any other proper officer
of the corporation duly authorized by the Board of Directors, certificates
for shares of the corporation and deeds, mortgages, bonds, contracts, or
other instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed. The president shall generally perform all
duties incident to the office of president and such other duties as may be
prescribed by the Board of Directors from time to time.



                                     12

4.5       Vice-President.
          ---------------

          If appointed, in the absence of the president or in the event of
the president's death, inability or refusal to act, the vice-president (or
in the event there be more than one vice-president, the vice-presidents in
the order designated at the time of their election, or in the absence of
any designation, then in the order of their appointment) shall perform 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.  If there is no
vice-president, then the treasurer shall perform such duties of the
president.  Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation the issuance of which
have been authorized by resolution of the Board of Directors.  A vice-
president shall perform such other duties as from time to time may be
assigned to him by the president or by the Board of Directors.

4.6       Secretary.
          ----------

          The secretary shall (a) keep the minutes of the proceedings of
the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law; (c)
be custodian of the corporate records and of any seal of the corporation
and, if there is a seal of the corporation, see that it is affixed to all
documents, the execution of which on behalf of the corporation under its
seal is duly authorized; (d) when requested or required, authenticate any
records of the corporation; (e) keep a register of the post office address
of each shareholder, as provided to the secretary by the shareholders; (f)
sign with the president, or a vice-resident, certificates for shares of the
corporation, the issuance of which has been authorized by resolution of the
Board of Directors; (g) have general charge of the stock transfer books of
the corporation; and (h) generally perform all duties incident to the
office of secretary and such other duties as from time to time may be
assigned to him by the president or by the Board of Directors.


4.7       Treasurer.
          ----------

          The treasurer shall (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from any
source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies, or other depositories as may be
selected by the Board of Directors; and (c) generally perform all of the
duties incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the president or by the Board of
Directors.

          If required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.

4.8       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 has 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, generally, shall perform such duties as may be
assigned to them by the secretary or the treasurer, respectively, or by the
president or the Board of Directors.

4.9       Salaries.
          ---------

          The salaries of the officers, if any, shall be fixed from time to
time by the Board of Directors.


                                     13

                                 ARTICLE 5.
              INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,
                               AND EMPLOYEES

5.1       Indemnification of Officers, Directors, Employees and Agents.
          -------------------------------------------------------------

          Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a proceeding
because he is or was an officer, director, employee or agent of the
corporation against liability incurred in the proceeding, all pursuant to
and consistent with the provisions of NRS 78.751, as amended from time to
time.


5.2       Advance Expenses for Officers and Directors.
          --------------------------------------------

          The expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the
corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding, but only after receipt by the corporation
of an undertaking by or on behalf of the officer or director on terms set
by the Board of Directors, to repay the expenses advanced if it is
ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation.

5.3       Scope of Indemnification.
          -------------------------

          The indemnification permitted herein is intended to be to the
fullest extent permissible under the laws of the State of Nevada, and any
amendments thereto.


                                 ARTICLE 6.
                 CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1       Certificates for Shares.
          ------------------------

          (a)  CONTENT

          Certificates representing shares of the corporation shall at
minimum, state on their face the name of the issuing corporation; that the
corporation is formed under the laws of the State of Nevada; the name of
the person to whom issued; the certificate number; class and par value of
shares; and the designation of the series, if any, the certificate
represents. The form of the certificate shall be as determined by the Board
of Directors.  Such certificates shall be signed (either manually or by
facsimile) by the president or a vice-president and by the secretary or an
assistant secretary and may be sealed with a corporate seal or a facsimile
thereof.  Each certificate for shares shall be consecutively numbered or
otherwise identified.

          (b)  LEGEND AS TO CLASS OR SERIES

          If the corporation is authorized to issue different classes of
shares or different series within a class, the designations, relative
rights, preferences, and limitations applicable to each class and the
variations in rights, preferences, and limitations determined for each
series (and the authority of the Board of Directors to determine variations
for future series) must be summarized on the front or back of the
certificate indicating that the corporation will furnish the shareholder
this information on request in writing and without charge.

          (c)  SHAREHOLDER LIST

          The name and address of the person to whom the shares are issued,
with the number of shares and date of issue, shall be entered on the stock
transfer books of the corporation.


                                     14

          (d)  TRANSFERRING SHARES

          All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed, or mutilated
certificate, a new one may be issued therefor upon such terms as the Board
of Directors may prescribe, including indemnification of the corporation
and bond requirements.

6.2       Registration of the Transfer of Shares.
          ---------------------------------------

          Registration of the transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation.  In order to
register a transfer, the record owner shall surrender the share certificate
to the corporation for cancellation, properly endorsed by the appropriate
person or persons with reasonable assurances that the endorsements are
genuine and effective.  Unless the corporation has established a procedure
by which a beneficial owner of shares held by a nominee is to be recognized
by the corporation as the owner, the person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be the
owner thereof for all purposes.

6.3       Restrictions on Transfer of Shares Permitted.
          ---------------------------------------------

          The Board of Directors may impose restrictions on the transfer or
registration of transfer of shares, including any security convertible
into, or carrying a right to subscribe for or acquire shares.  A
restriction does not affect shares issued before the restriction was
adopted unless the holders of the shares are parties to the restriction
agreement or voted in favor of the restriction.

          A restriction on the transfer or registration of transfer of
shares may be authorized:

          (1)  to maintain the corporation's status when it is dependent on
the number or identity of its shareholders;

          (2)  to preserve exemptions under federal or state securities
law; or

          (3)  for any other reasonable purpose.

          A restriction on the transfer or registration of transfer of
shares may:

          (1)  obligate the shareholder first to offer the corporation or
other persons (separately, consecutively, or simultaneously) an opportunity
to acquire the restricted shares;

          (2)  obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted shares;

          (3)  require the corporation, the holders or any class of its
shares, or another person to approve the transfer of the restricted shares,
if the requirement is not manifestly unreasonable; or

          (4)  prohibit the transfer of the restricted shares to designated
persons or classes of persons, if the prohibition is not manifestly
unreasonable.

          A restriction on the transfer or registration of transfer of
shares is valid and enforceable against the holder or a transferee of the
holder if the restriction is authorized by this Section 6.3 and its
existence s noted conspicuously on the front or back of the certificate.
Unless so noted, a restriction is not enforceable against a person without
knowledge of the restriction.


                                     15

6.4       Acquisition of Shares.
          ----------------------

          The corporation may acquire its own shares and unless otherwise
provided in the Articles of Incorporation, the shares so acquired
constitute authorized but unissued shares.

          If the Articles of Incorporation prohibit the reissue of shares
acquired by the corporation, the number of authorized shares is reduced by
the number of shares acquired, effective upon amendment of the Articles of
Incorporation, which amendment shall be adopted by the shareholders, or the
Board of Directors without shareholder action (if permitted by the Act).
The amendment must be delivered to the Secretary of State and must set
forth:

          (1)  the name of the corporation;

          (2)  the reduction in the number of authorized shares, itemized
by class and series; and

          (3)  the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares.

                                 ARTICLE 7.
                               DISTRIBUTIONS

7.1       Distributions.
          --------------

          The Board of Directors may authorize, and the corporation may
make, distributions (including dividends on its outstanding shares) in the
manner and upon the terms and conditions provided by law.


                                 ARTICLE 8.
                               CORPORATE SEAL

8.1       Corporate Seal.
          ---------------

          The Board of Directors may adopt a corporate seal which may be
circular in form and have inscribed thereon any designation, including the
name of the corporation, Nevada as the state of incorporation, and the
words "Corporate Seal."

                                 ARTICLE 9.
                              EMERGENCY BYLAWS

9.1       Emergency Bylaws.
          -----------------

          Unless the Articles of Incorporation provide otherwise, the
following provisions shall be effective during an emergency, which is
defined as a time when a quorum of the corporation's directors cannot be
readily assembled because of some catastrophic event. During such
emergency:

          (a)  NOTICE OF BOARD MEETINGS

          Any one member of the Board of Directors or any one of the
following officers: president, any vice-president, secretary, or treasurer,
may call a meeting of the Board of Directors. Notice of such meeting need
be given only to those directors whom it is practicable to reach, and may
be given in any practical manner, including by publication and radio.  Such
notice shall be given at least six hours prior to commencement of the
meeting.


                                     16

          (b)  TEMPORARY DIRECTORS AND QUORUM

          One or more officers of the corporation present at the emergency
board meeting, as is necessary to achieve a quorum, shall be considered to
be directors for the meeting, and shall so serve in order of rank, and
within the same rank, in order of seniority.  In the event that less than a
quorum (as determined by Section  3.6 of Article 3) of the directors are
present (including any officers who are to serve as directors for the
meeting), those directors present (including the officers serving as
directors) shall constitute a quorum.

          (c)  ACTIONS PERMITTED TO BE TAKEN

          The Board of Directors, as constituted in paragraph (b), and
after notice as set forth in paragraph (a), may:

          (1)  Officers' Powers - prescribe emergency powers to any officer
of the corporation;

          (2)  Delegation of any Power - delegate to any officer or
director, any of the Board of Directors;

          (3)  Lines of Succession - designate lines of succession of
officers and agents, in the event that any of them are unable to discharge
their duties;

          (4)  Relocate Principal Place of Business - Relocate the
principal place of business, or designate successive or simultaneous
principal places of business;

          (5)  All Other Action - take any other action which is
convenient, helpful, or necessary to carry on the business of the
corporation.


                                ARTICLE 10.
                                 AMENDMENTS

10.1      AMENDMENTS
          ----------

          The Board of Directors may amend or repeal the corporation's
Bylaws unless:

          (1)  the Articles of Incorporation or the Act reserve this power
exclusively to the shareholders, in whole or part; or

          (2)  the shareholders, in adopting, amending, or repealing a
particular Bylaw, provide expressly that the Board of Directors may not
amend or repeal that Bylaw; or

          (3)  the Bylaw either establishes, amends or deletes a
"supermajority" shareholder quorum or voting requirement, as defined in
Section 2.8 of Article 10.2.

          Any amendment which changes the voting or quorum requirement for
the Board of Directors must comply with Section 3.8 of Article 3, and for
the shareholders, must comply with Section 2.8 of Article 2.

          The corporation's shareholders may also amend or repeal the
corporation's Bylaws at any meeting held pursuant to Article 2.


                          CERTIFICATE OF SECRETARY

          I hereby certify that I am the Secretary of MONARCH STAFFING,
INC. and that the foregoing  Bylaws, consisting of twenty-five (25) pages,
constitutes the Code of MONARCH STAFFING, INC. as duly adopted by the Board
of Directors of the corporation on this 31st day of March, 2006.

          IN WITNESS WHEREOF, I have hereunto subscribed my name this 31st
day of March, 2006.

/s/ Keith Moore
---------------
    Secretary

                                     17