**Exhibit
      3.4**





**BYLAWS**


**of**


**DEEP
      WELL OIL AND GAS, INC.**


**A** **Nevada Corporation**





**Article
      I Offices**





Section
      1.01. *Principal
      office.* The
      principal office for the transaction of business of this Corporation shall
      be at
      such location as determined from time to time by the Board of Directors. The
      principal office of the Corporation may be in any State as determined by the
      Board of Directors. The Board of Directors has full power and authority to
      change the principal office from one location to another in any state.





Section
      1.02. *Other
      offices.* The
      Corporation may also have offices at such other places, within or without the
      State of Nevada, where the Corporation is qualified to do business, as the
      Board
      of Directors may from time to time designate, or the business of the Corporation
      may require.





**Article
      II Shareholders' Meetings**





Section
      2.01. *Place
      of meetings.* Meetings
      of Shareholders shall be held at any place within or without the State of Nevada
      designated by the Board of Directors pursuant to authority hereinafter granted
      to the Board. Any meeting is valid wherever held if held by the written consent
      of a majority of the persons entitled to vote thereat, given either before
      or
      after the meeting, in person or proxy and filed with the Corporate Book or
      Secretary of the Corporation.





Section
      2.02. *Time
      of annual meeting.* The
      annual meeting of Shareholders shall be held within the date as fixed from
      time
      to time by the Board of Directors.





Section
      2.03. (a) *Notice
      of meetings.* Notice
      of all meetings of Shareholders shall be given in writing to Shareholders
      entitled to notice only if required by Nevada Statutes, by the Secretary or
      an
      Assistant Secretary or other person charged with that duty, or, in case of
      his
      or her neglect or refusal, or if there is no person charged with the duty of
      giving notice, by any Director or Shareholder.





(b) *Method
      of notice.* A notice
      may be given by the Corporation to any Shareholder, either personally or by
      mail
      or other means of written communication, charges prepaid, addressed to the
      Shareholder at his or her address appearing on the books of the Corporation
      or
      given by the Shareholder to the Corporation for the purpose of notice. If a
      Shareholder gives no address, notice is duly given if sent by mail or other
      means of written communication addressed to the place where the principal office
      of the Corporation is situated, or if published at least once in some newspaper
      of general circulation in the county in which the office is
      located.





(c) *Time
      of notice.* Notice
      of any meeting of Shareholders shall be sent to each Shareholder entitled
      thereto not less than ten nor more than sixty days before the meeting.





(d) *Contents
      of notice.* Notice
      of any meeting of Shareholders shall specify the place, the day, and the hour
      of
      the meeting, and, in the case of special meetings, the general nature of the
      business to be transacted.





Section
      2.04. (a) *Calling
      of special meetings.* Upon
      request in writing to the President, Vice President, or Secretary, sent by
      registered mail or delivered to the officer in person, by any persons entitled
      to call a meeting of Shareholders, the officer shall cause notice to be given
      to
      the Shareholders entitled to vote that a meeting will be held at a time, fixed
      by the officer, not less than ten or more than 60 days after the receipt of
      the
      request. If the notice is not given within seven days after the date of
      delivery, or the date of mailing of the request, the persons calling the meeting
      may fix the time of meeting and give the notice in the manner provided in these **Bylaws.** Nothing
      contained in this Section shall be construed as limiting, fixing, or affecting
      the time or date when a meeting of Shareholders called by action of the Board
      of
      Directors may be held.









Section
      2.05 (a) *Quorum
      of Shareholders.* The
      presence in person or by proxy of the persons entitled to vote a majority of
      the
      outstanding voting shares at any meeting constitutes a quorum for the
      transaction of business. Shares shall not be counted to make up a quorum for
      a
      meeting if voting of them at the meeting has been enjoined or for any reason
      they cannot be lawfully voted at the meeting.





(b) *Loss
      of quorum.* The
      Shareholders present at a duly called or held meeting at which a quorum is
      present may continue to do business until adjournment notwithstanding the
      withdrawal of enough Shareholders to leave less than a quorum.





(c) *Adjournment
      for lack of quorum.* In the
      absence of a quorum any meeting of Shareholders may be adjourned from time
      to
      time by the vote of a majority of the shares, the holders of which are either
      present in person or represented by proxy thereat, but no other business may
      be
      transacted.





Section
      2.06. *Determining
      Shareholders of record.* The
      Board of Directors may fix a time in the future as a record date for the
      determination of the Shareholders entitled to notice of and to vote at any
      meeting of Shareholders. The record date so fixed shall not be more than 50
      days
      prior to the date of the meeting. When a record date is so fixed, only
      Shareholders of record on that date are entitled to notice of and to vote at
      the
      meeting, notwithstanding any transfer of any shares on the books of the
      Corporation after the record date. If the Board of Directors does not fix such
      a
      record date, only persons in whose names shares entitled to vote stand on the
      stock records of the Corporation on the day three days prior to any meeting
      of
      the Shareholders are entitled to vote at the meeting.





Section
      2.07. *Votes
      per share.* In the
      absence of any contrary provision in any statute relating to the election of
      Directors or to other particular matters, each Shareholder is entitled to one
      vote for each share. A fraction of a share shall not be entitled to any voting
      rights whatsoever.





Section
      2.08. *Cumulative
      voting.* No
      Shareholder may cumulate his or her votes.





Section
      2.09. (a) *Voting
      by personal representatives.* The
      rights of persons in whose names shares stand on the stock records of the
      Corporation to vote or execute consents is subject to the provisions of this
      Section of the **Bylaws.**





(b) *Voting
      by pledgee, trustee, fiduciary.* Shares
      standing in the name of any person as pledgee, trustee, or other fiduciary
      may
      be voted and all rights incident thereto may be exercised only by the pledgee,
      trustee, or other fiduciary, in person or by proxy, and without proof of
      authority. However, when a trust company has caused shares to be registered
      in
      the name of one or more nominees of the trust company, such shares may be voted
      and all rights incident thereto may be exercised by such nominee or nominees
      without proof of authority.





(c) *Voting
      by guardian of incompetent.* Shares
      standing in the name of a person adjudged incompetent may be voted and all
      rights incident thereto may be exercised only by his or her duly appointed
      or
      natural guardian, in person or by proxy.





(d) *Voting
      by executor or administrator.* Shares
      standing in the name of a deceased person may be voted and all rights incident
      thereto may be exercised only by his or her executor or administrator, in person
      or by proxy.





(e) *Voting
      by guardian of minor.* Shares
      standing in the name of a minor may be voted and all rights incident thereto
      may
      be exercised by his or her duly appointed or natural guardian, in person, or
      by
      proxy, or in the absence of such representation by such guardian, by the minor,
      in person or by proxy, whether or not the Corporation has notice, actual or
      constructive, of the minority status or the appointment of a guardian, and
      whether or not a guardian has been in fact appointed.





(f) *Voting
      of shares in name of corporation.* Shares
      standing in the name of a corporation, domestic or foreign, may be voted or
      represented and all rights incident thereto may be exercised on behalf of the
      corporation by the persons described in any of the following subdivisions:





(1)
      Any
      officer of the corporation authorized by the **Bylaws** of such
      corporation.





(2)
      Any
      person authorized by **Resolution** of the
      Board of Directors or of the Executive Committee of such corporation.









(3)
      Any
      person authorized to do so by proxy or power of attorney duly executed by the
      President or Vice President and Secretary or Assistant Secretary of such
      corporation.





However,
      such shares may be voted or represented by the persons described in any
      subdivision only in the absence of vote or representation by the persons
      described in a preceding subdivision.





(g) *Voting
      shares in names of two or more persons.* Shares
      standing in the names of two or more persons shall be voted or represented
      in
      accordance with the vote or consent of the majority of the persons in whose
      names the shares stand. If only one such person is present in person or by
      proxy, he or she may vote all the shares, and all the shares standing in the
      names of such persons are represented for the purpose of determining a quorum.
      This **Bylaw** also
      applies to the voting of shares by two or more administrators, executors,
      trustees, or other fiduciaries, unless the instrument or order of court
      appointing them otherwise directs.





Section
      2.11. (a) *Proxies.* Every
      person entitled to vote or execute consents shall have the right to do so either
      in person or by one or more agents authorized by a written proxy executed by
      such person or his duly authorized agent and filed with the Secretary of the
      Corporation. Any executor, administrator, guardian, trustee or other fiduciary,
      may give proxies.





(b) *Term
      of proxies.* A proxy
      is not valid after the expiration of 11 months from the date of its execution,
      unless the person executing it specifies therein the length of time for which
      such proxy is to continue in force, which in no case shall exceed seven years
      from the date of its execution.





(c) *Revocation
      and suspension of proxies.* Any
      proxy duly executed is not revoked, and continues in full force and effect,
      until an instrument revoking it, or a duly executed proxy bearing a later date,
      is filed with the Secretary of the Corporation. A proxy is not revoked by the
      death or incapacity of the maker unless, before the vote is counted or the
      authority is exercised, written notice of the death or incapacity is given
      to
      the Corporation. Notwithstanding that a valid proxy is outstanding, the powers
      of the proxy holder are suspended, except in the case of a proxy coupled with
      an
      interest, which states that fact on its face, if the person executing the proxy
      is present at the meeting and elects to vote in person.





(d) *Voting
      by two or more proxies.* If any
      instrument of proxy designates two or more persons to act as proxy, in the
      absence of any provision in the proxy to the contrary, the persons designated
      may represent and vote the shares in accordance with the vote or consent of
      the
      majority of the persons named as such proxies. If only one such proxy is
      present, he or she may vote all the shares, and all the shares standing in
      the
      name of the principal or principals for whom such proxy acts shall be deemed
      represented for the purpose of obtaining a quorum. The foregoing provisions
      shall also apply to the voting of shares by proxies for any two or more
      administrators, executors, trustees, or other fiduciaries, unless an instrument
      or order of court appointing them otherwise directs.





(e) *Director's
      determination of execution and use of proxies.* The
      Board of Directors may, in advance of any annual or special meeting of the
      Shareholders, prescribe additional regulations concerning the manner of
      execution and filing of proxies and the validation of the same, which are
      intended to be voted at any such meeting.





Section
      2.12. *Consent
      of absentees.* The
      actions of the Shareholders taken at any meeting of Shareholders, however called
      and noticed, are as valid as though taken at a meeting duly held after regular
      call and notice, if a quorum is present either in person or by proxy, and if,
      either before or after the meeting, each of the persons entitled to vote, not
      present in person or by proxy, signs a written waiver of notice if notice was
      required to be given, or a consent to the holding of the meeting, or an approval
      by written consent. Executors, administrators, guardians, trustees, and other
      fiduciaries entitled to vote shares may sign such waivers, consents, and
      approvals.





Section
      2.13. *Action
      without a meeting.* Any
      action which, under any provision of the Nevada General Corporation Law may
      be
      taken at any meeting of the Shareholders, may be taken without a meeting if
      authorized by a writing signed by a majority of the holders of the capital
      stock
      of the corporation outstanding. Such writing shall be filed in the Corporate
      book or with the Secretary of the Corporation. Under no circumstances shall
      the
      Corporation be required to provide any Shareholder with written notice of action
      taken by written consent unless specifically required by Nevada Law.









Section
      2.14. *Giving
      and revocation of consents.* Written
      consents with respect to any shares may be given by and shall be accepted from
      the persons in whose names the shares stand on the books of the Corporation
      at
      the time the respective consents are given, or the personal representatives
      of
      such persons, or their proxies. Any Shareholder giving a written consent, or
      his
      or her proxy, transferee or personal representative, or their respective
      proxies, may revoke the consent prior to the time that written consents of
      the
      number of shares required to authorize the proposed action have been filed
      with
      the Secretary of the Corporation, but may not do so thereafter.





Section
      2.15. (a) *Appointment
      of inspectors of election.* In
      advance of any meeting of Shareholders, the Board of Directors may appoint
      any
      persons, as inspectors of election to act at such meeting or any adjournment
      thereof. If inspectors of election are not so appointed, the chairman of any
      such meeting may, and on the request of any Shareholder or his or her proxy
      shall, appoint inspectors of election at the meeting. The number of inspectors
      shall be either one or three. If appointed at a meeting on the request of one
      or
      more Shareholders or proxies, the majority of shares present shall determine
      whether one or three inspectors are to be appointed. In case any person
      appointed as inspector fails to appear or fails or refuses to act, the vacancy
      may be filled by appointment by the Board of Directors in advance of the
      meeting, or at the meeting by the person acting as chairman.





(b) *Duties
      of inspectors.* The
      inspectors of election shall determine the number of shares outstanding and
      the
      voting power of each, the shares represented at the meeting, the existence
      of a
      quorum, the authenticity, validity, and effect of proxies, receive votes,
      ballots, or consents, hear and determine all challenges and questions in any
      way
      arising in connection with the right to vote, count and tabulate all votes
      or
      consents, determine the result, and do such acts as may be proper to conduct
      the
      election or vote with fairness to all Shareholders. The inspectors of election
      shall perform their duties impartially, in good faith, to the best of their
      ability and as expeditiously as is practical.





(c) *Vote
      of inspectors.* If there
      are three inspectors of election the decision, act, or certificate of two
      inspectors is effective in all respects as the decision, act, or certificate
      of
      all.





(d) *Report
      of inspectors.* On
      request of the chairman of the meeting or of any Shareholder or his proxy the
      inspectors shall make a report in writing of any challenge or question or matter
      determined by them and execute a certificate of any fact found by them. Any
      report or certificate made by them is prima facie evidence of the facts stated
      therein.





Section
      2.16. *Conduct
      of meetings.* At every
      meeting of the Shareholders, the President, or in his absence the Vice President
      designated by the President, or in the absence of such designation a chairman
      (who shall be one of the Vice Presidents, if any is present) chosen by a
      majority of interest of the Shareholders of the Corporation present in person
      or
      by proxy and entitled to vote, shall act as chairman. The Secretary of the
      Corporation, or in his absence an Assistant Secretary, shall act as Secretary
      of
      all meetings of the Shareholders. In the absence at such meeting of the
      Secretary or Assistant Secretary, the chairman may appoint another person to
      act
      as Secretary of the meeting.




**Article
      III Directors**





*Directors
      defined.* ''Directors,'' when used in relation to any power or duty requiring collective
      action, means ''Board of Directors.''





Section
      3.01 *Election.* Directors shall be elected by a majority vote of Shareholders except for
      vacancies which may be filed by the Board of Directors as set forth
      herein/





Section
      3.02. *Powers.* Subject
      to limitations of the Articles of Incorporation and of the Nevada Corporations
      Code as to action which shall be authorized or approved by the Shareholders,
      all
      corporate powers shall be exercised by or under authority of, and the business
      and affairs of this Corporation shall be controlled by a Board of not less
      than
      one Director.





Section
      3.03. *Number
      of Directors.* The
      number of Directors of this Corporation shall be fixed from time to time by
      the
      Board of Directors and may be increased or decreased by **Resolution** adopted
      by the Board of Directors from time to time.





Section
      3.04. *Term
      of office.* Each
      Directors shall hold office until the next annual meeting of Shareholders or
      until their successors are elected, whichever is later.









Section
      3.05. (a) *Vacancies.* Vacancies in the Board of Directors shall exist in the case of happening of
      any
      of the following events: (1) the death, resignation, or removal of any Director;
      (2) the authorized number of Directors is increased; or (3) at any annual,
      regular, or special meeting of Shareholders at which any Director is elected,
      the Shareholders fail to elect the full authorized number of Directors to be
      voted for at that meeting.





(b) *Declaration
      of vacancy.* The
      Board of Directors may declare vacant the office of a Director in either of
      the
      following cases: (1) if such Director is declared of unsound mind by an order
      of
      court; or (2) if within 10 days after notice of such Director's election such
      Director does not accept the office either in writing or by attending a meeting
      of the Board of Directors.





(c) *Filling
      vacancies by Directors.* Vacancies may be filled by a majority of the remaining Directors, though less
      than a quorum, or by a sole remaining Director. Each Director so elected shall
      hold office until his or her successor is elected.





Section
      3.06. *Removal
      of Directors.* The
      entire Board of Directors or any individual Director may be removed from office
      by a vote of a majority vote of the Directors.




Section
      3.07. *Place
      of meetings.* Regular
      and Special meetings of the Board of Directors shall be held at any place within
      or without the State of Nevada which has been designated from time to time
      by
      the Board. Any regular or special meeting is valid, wherever held, if held
      on
      written consent of a majority of the members of the Board given either before
      or
      after the meeting and are filed in the corporate book or with the Secretary
      of
      the Corporation.





Section
      3.08. (a) *Call
      of special meeting.* Special
      meetings of the Board of Directors of this Corporation shall be called by the
      President, or, if the President is absent or is unable or refuses to act, by
      any
      Vice President or by any Directors.





(b) *Notice
      of special meeting.* Written
      notice of the time and place of special meetings of the Board of Directors
      shall
      be delivered personally to each Director, or sent to each Director by mail,
      facsimile or by other form of written communication, at least three days before
      the meeting. If the address of a Director is not shown on the records and is
      not
      readily ascertainable, notice shall be addressed to such Director at the city
      or
      place in which the meetings of the Directors are regularly held. Notice of
      the
      time and place of holding an adjourned meeting of a meeting need not be given
      to
      absent Directors if the time and place are fixed at the meeting adjourned.





(c) *Validation
      of special meeting.* The
      transactions of any special meeting of the Board of Directors, however called
      and noticed or wherever held, are as valid as though had at a meeting duly
      held
      after regular call and notice, if a quorum is present and if, either before
      or
      after the meeting, each of the Directors not present signs a written waiver
      of
      notice, a consent to holding the meeting, or an approval of the minutes thereof.
      All such waivers, consents, or approvals shall be filed with the corporate
      records or made a part of the minutes of the meeting.





Section
      3.09. *Quorum.* A
      majority of the authorized number of Directors constitutes a quorum of the
      Board
      for the transaction of business.





Section
      3.10. *Majority
      action.* Every
      act or decision done or made by a majority of the Directors present at any
      meeting duly held at which a quorum is present is the act of the Board of
      Directors.





Section
      3.11. *Action
      by consent of board without meeting.* Any
      action required or permitted to be taken by the Board of Directors under any
      provision of the Nevada General Corporation Law may be taken without a meeting,
      if a majority of the members of the Board shall individually or collectively
      consent in writing to such action. Such written consent or consents shall be
      filed within the minutes of the proceedings of the Board. Such action by written
      consent shall have the same force and effect as a unanimous vote of such
      Directors.





Section
      3.12. (a) *Adjournment.* In the
      absence of a quorum a majority of the Directors present may adjourn from time
      to
      time until the time fixed for the next regular meeting of the Board.





(b) *Notice
      of adjourned meeting.* Notice
      of the time and place of holding an adjourned meeting of a meeting need not
      be
      given to absent Directors if the time and place are fixed at the meeting
      adjourned.









Section
      3.13. *Conduct
      of meetings.* At every
      meeting of the Board of Directors the Chairman of the Board of Directors, if
      there shall be such an officer, and if not, the President, or in his or her
      absence, the Vice President designated by the President, or in the absence
      of
      such designation, a chairman chosen by a majority of the Directors present,
      shall preside. The Secretary of the Corporation shall act as Secretary of the
      Board of Directors. In case the Secretary shall be absent from any meeting,
      the
      chairman may appoint any person to act as Secretary of the meeting.





Section
      3.15. *Compensation.* Directors shall receive such compensation for their services as Directors as
      shall be determined from time to time by **Resolution** of the
      Board. Any Director may serve the Corporation in any other capacity as an
      officer, agent, employee or otherwise and receive compensation therefor.





Section
      3.16. *Indemnification
      of Directors and officers.* The
      Corporation shall pay expenses incurred by, or satisfy any judgment or fine
      rendered or levied against, a present or former Director, officer, or employee
      of the Corporation in an action brought by a third party against such person,
      whether or not the Corporation is joined as a party defendant, to impose a
      liability or penalty on such person for an act alleged to have been committed
      by
      such person while a Director, officer, or employee, or by the Corporation,
      or by
      both; provided, the Board of Directors determines in good faith that such
      Director, officer, or employee was acting in good faith within what he or she
      reasonably believed to be the scope of his or her employment or authority and
      for a purpose which he or she reasonably believed to be in the best interests
      of
      the Corporation or its Shareholders. Payments authorized hereunder include
      amounts paid and expenses incurred in settling any such action or threatened
      action. This Section does not apply to any action instituted or maintained
      in
      the right of the Corporation by a Shareholder or holder of a voting trust
      certificate representing shares of the Corporation. The provisions of this
      Section shall apply to the estate, executor, administrator, heirs, legatees,
      or
      devisees of a Director, officer, or employee, and the term ''person'' where
      used
      in the foregoing Section shall include the estate, executor, administrator,
      heirs, legatees, or devisees of such person.





**Article
      IV Officers** Section
      4.01. *Number
      and titles.* The
      officers of the Corporation shall be a President and Chief Executive Officer,
      a
      Vice President and Chief Operating Officer, a Secretary, and a Treasurer and
      Chief Financial Officer. The Corporation may also have, at the discretion of
      the
      Board of Directors, a Chairman of the Board, one or more additional Vice
      Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers,
      and such other officers as may be appointed in accordance with the provisions
      of Section
      4.03 of this
      Article. One person may hold two or more offices,. In its discretion, the Board
      of Directors may leave any office unfilled for any period it may fix.





Section
      4.02. *Election.* The
      officers of the Corporation shall be chosen by the Board of Directors, and
      each
      shall hold office until such officer shall resign or shall be removed or
      otherwise disqualified to serve, or his or her successor shall be elected and
      qualified.





Section
      4.03. *Subordinate
      officers.* The
      Board of Directors may appoint such other officers or agents as the business
      of
      the Corporation may require, each of whom shall hold office for such period,
      have such authority and perform such duties as are provided in the **Bylaws** or as
      the Board of Directors may from time to time determine. The Board of Directors
      may delegate to any officer or committee the power to appoint any such
      subordinate officers, committees, or agents, to specify their duty and authority
      to determine their compensation.





Section
      4.04. *Removal
      and resignation.* Any
      officer may be removed, either with or without cause, by a majority of the
      Directors at the time in office, at any regular or special meeting of the Board,
      or, except in case of an officer chosen by the Board of Directors, by any
      committee or officer upon whom such power of removal may be conferred by the
      Board of Directors. Any officer may resign at any time by giving written notice
      to the Board of Directors or to the President, or to the Secretary of the
      Corporation. Any such resignation shall take effect at the date of the receipt
      of such notice or at any later time specified therein; and, unless otherwise
      specified therein, the acceptance of such resignation shall not be necessary
      to
      make it effective.





Section
      4.05. *Vacancies.* If the
      office of the President, Vice President, Secretary, Treasurer, Assistant
      Secretary, or Assistant Treasurer becomes vacant by reason of death,
      resignation, removal, or otherwise, the Board of Directors shall elect a
      successor who shall hold office for the unexpired term, and/or until his or
      her
      successor is elected.





Section
      4.06. *Chairman
      of the Board.* The
      Chairman of the Board, if there shall be such an officer, shall, if present,
      preside at all meetings of the Board of Directors and exercise and perform
      such
      other powers and duties as may be from time to time assigned to him by the
      Board
      of Directors or prescribed by the **Bylaws.**









Section
      4.07. *President.* The
      President shall be the Chief Executive Officer of the Corporation and shall,
      subject to the control of the Board of Directors, have general supervision,
      direction, and control of the business and officers of the Corporation, and
      shall have the general powers and duties of management usually vested in the
      office of President of a corporation, and shall have such other powers and
      duties as may be prescribed by the Board of Directors or the **Bylaws.**





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





Section
      4.09. *Secretary.* The
      Secretary shall:





(a) *Certify* ***Bylaws.*** Certify
      and keep at the principal office of the Corporation the original or a copy
      of
      its **Bylaws** as
      amended or otherwise altered to date.





(b) *M* *inutes
      of meetings.* Keep at
      the principal office of the Corporation or such other place as the Board of
      Directors may order, a book of minutes of all meetings of its Directors and
      Shareholders, executive committee, and other committees, with the time and
      place
      of holding, whether regular or special, and, if special, how authorized, any
      notice thereof given, the names of those present at Directors' meetings, the
      number of shares or members present or represented at Shareholders' meetings,
      and the proceedings thereof.





(c) *Notices.* See that
      all notices are duly given in accordance with the provisions of these **Bylaws** or as
      required by law. In case of the absence or disability of the Secretary, or
      refusal or neglect to act, notice may be given and served by an Assistant
      Secretary or by the President or Vice President or by the Board of Directors.





(d) *Custodian
      of records and seal.* Be
      custodian of the records and of the seal of the Corporation and see that it
      is
      engraved, lithographed, printed, stamped, impressed upon or affixed to all
      certificates for shares prior to their issuance and to all documents, the
      execution of which on behalf of the Corporation under its seal is duly
      authorized in accordance with the provisions of these **Bylaws.**





(e) *Share
      register.* Keep at
      the principal office of the Corporation a share register showing the names
      of
      the Shareholders and their addresses; the number and date of certificates issued
      for the same; and the number and date of cancellation of each certificate
      surrendered for cancellation.





(f) *Reports
      and statements.* See that
      the books, reports, statements, certificates, and all other documents and
      records required by law are properly kept and filed.





(g) *Exhibit
      records.* Exhibit
      at all reasonable times to any Directors, or Shareholders, upon application,
      the **Bylaws,** the
      share register, and minutes of proceedings of the Shareholders and Directors
      of
      the Corporation.





(h) *Other
      duties.* 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 by the Board of Directors.





(j) *Absence
      of secretary.* In case
      of the absence or disability of the Secretary or his refusal or neglect to
      act,
      the Assistant Secretary, or if there be none, the Treasurer, acting as Assistant
      Secretary, may perform all of the functions of the Secretary. In the absence
      or
      inability to act, or refusal or neglect to act of both the Secretary, the
      Assistant Secretary, and Treasurer, any person thereunto authorized by the
      President or Vice President or by the Board of Directors may perform the
      functions of the Secretary.





Section
      4.10. *Assistant
      secretary.* At the
      request of the Secretary, or in his or her absence or disability, the Assistant
      Secretary, designated by the Secretary, shall perform all the duties of the
      Secretary, and when so acting, shall have all the powers of, and be subject
      to
      all the restrictions upon, the Secretary. The Assistant Secretary shall perform
      such other duties as from time to time may be assigned by the Board of
      Directors, or the Secretary.









Section
      4.11. *Treasurer.* The
      Treasurer and Chief Financial Officer shall:





(a) *Funds--custody
      and deposit.* Have
      charge and custody of, and be responsible for, all funds and securities of
      the
      Corporation, and deposit all such funds in the name of the Corporation in such
      banks, trust companies or other depositaries as shall be selected by the Board
      of Directors.





(b) *Funds--receipt.* Receive,
      and give receipt for, moneys due and payable to the Corporation from any source
      whatever.





(c) *Funds--disbursement.* Disburse
      or cause to be disbursed, the funds of the Corporation as may be directed by
      the
      Board of Directors, taking proper vouchers for such disbursements.





(d) *Maintain
      accounts.* Keep and
      maintain adequate and correct accounts of the Corporation's properties and
      business transactions, including account of its assets, liabilities, receipts,
      disbursements, gains, losses, capital, surplus, and shares. Any surplus,
      including earned surplus, paid-in surplus, and surplus arising from a reduction
      of stated capital, shall be classified according to source and shown in a
      separate account.





(e) *Exhibit
      records.* Exhibit
      at all reasonable times the books of account and records to any Shareholder
      or
      Director, upon application, during business hours at the office of the
      Corporation where such books and records are kept. Notwithstanding the
      foregoing, the Treasurer shall not exhibit the books of account and records
      to a
      Shareholder if such Shareholder's purpose for seeking such information is
      contrary to the best interests of the Corporation.





(f) *Reports
      to President and Directors.* Render
      to the President and Directors, whenever they request it, an account of all
      transactions as Treasurer and of the financial condition of the Corporation.





(g) *Financial
      reports to Shareholders.* Prepare,
      or cause to be prepared, and certify the financial statements to be included
      in
      the annual report to Shareholders and statements of the affairs of the
      Corporation when requested by Shareholders holding at least 10 percent of the
      number of outstanding shares of the Corporation.





(h) *Bond.* Give to
      the Corporation a bond, if required by the Board of Directors or by the
      President, in a sum, and with one or more sureties, or a surety company
      satisfactory to the Board, for the faithful performance of the duties of the
      office and for the restoration to the Corporation, in case of the death,
      resignation, retirement, or removal from office, of all books, papers, vouchers,
      money, or other property of whatever kind in his possession or under his control
      belonging to the Corporation.





(i) *Other
      duties.* In
      general, perform all the duties incident to the office of Treasurer and such
      other duties as from time to time may be assigned by the Board of Directors.





(j) *Absence
      of Treasurer.* In case
      of the absence or disability of the Treasurer or his refusal or neglect to
      act,
      the Assistant Secretary or the Secretary acting as Assistant Treasurer, may
      perform all of the functions of the Treasurer. In the absence or inability
      to
      act, or refusal or neglect to act, of both the Treasurer and the Secretary,
      any
      person thereunto authorized by the President or Vice President or by the Board
      of Directors may perform the functions of the Treasurer.





Section
      4.12. *Assistant
      Treasurer.* The
      Assistant Treasurer, if required so to do by the Board of Directors, shall
      respectively give bonds for the faithful discharge of the duties of the office,
      in such sums, and with such sureties as the Board of Directors shall require.
      At
      the request of the Treasurer, or in his or her absence or disability, the
      Assistant Treasurer designated by the Treasurer shall perform all the duties
      of
      the Treasurer, and when so acting, shall have all the powers of, and be subject
      to all the restrictions, upon the Treasurer. The Assistant Treasurer shall
      perform such other duties as from time to time may be assigned by the Board
      of
      Directors or the Treasurer.





Section
      4.13. (a) *Executive
      committees.* The
      Board of Directors may, by **Resolution** passed
      by the affirmative vote of a majority of the members constituting the Board
      of
      Directors, designate two or more of its number to constitute an Executive
      Committee and delegate to such Committee, subject to the control of the Board,
      any of the powers and authority of the Board in the management of the business
      and affairs of the Corporation, except the power to declare dividends and to
      adopt, amend, or repeal the **Bylaws.** The
      Board of Directors, by such affirmative vote, may at any time modify or revoke
      any or all of the authority so delegated to such Committee, change the number
      of
      such Committee, and fill vacancies in the Committee from the members of the
      Board. Such Committee shall have power to determine the form of its organization
      and to establish such rules and regulations covering its proceedings and
      meetings as it shall see fit; provided, however, that a reasonable notice of
      all
      meetings of the Committee shall be given the members thereof, and no acts of
      the
      Committee shall be valid unless approved by the affirmative vote or consent
      of a
      majority of the Committee. The Committee shall keep regular minutes of its
      proceedings, and report the same to the Board of Directors from time to time.









(b) *Other
      committees.* The
      Board of Directors, by an affirmative vote of a majority of the members
      constituting the Board of Directors, may appoint other committees which shall
      have and may exercise such powers as shall be conferred or authorized by **Resolution** of the
      Board. A majority of any such committee may determine its action and fix the
      time and place of its meetings unless the Board of Directors shall otherwise
      provide. The Board of Directors, by such affirmative vote, shall have power
      at
      any time to change the powers and members of any such committees, to fill
      vacancies and to dispose of any such committee.





Section
      4.14. *Salaries.* The
      salaries of the officers shall be fixed from time to time by the Compensation
      Committee and subject to approval of the Board of Directors, and no officer
      shall be prevented from receiving such salary by reason of the fact that he
      is
      also a Director of the Corporation.




**Article
      V Execution of Instruments and Deposit of Funds**





Section
      5.01. *Authority
      for execution of contracts and instruments.* The
      Board of Directors, except as otherwise provided in these **Bylaws,** may
      authorize any officer or officers, agent or agents, to enter into any contract
      or execute and deliver any instrument in the name of and on behalf of the
      Corporation, and such authority may be general or confined to specific
      instances; and, unless so authorized, no officer, agent, or employee shall
      have
      any power or authority to bind the Corporation by any contract or engagement
      or
      to pledge its credit or to render it liable pecuniarily for any purpose or
      in
      any amount.





Section
      5.02. *Instruments
      containing corporate seal.* Unless
      otherwise specifically determined by the Board of Directors or otherwise
      required by law, formal contracts of the Corporation, promissory notes, deeds
      of
      trust, mortgages, security agreements, and other evidences of indebtedness
      of
      the Corporation, and other corporate instruments or documents requiring the
      corporate seal, and certificates of shares of stock owned by the Corporation,
      shall be executed, signed, or endorsed by the President or any Vice President
      and by the Secretary or the Treasurer, or any Assistant Secretary or Assistant
      Treasurer.





Section
      5.03. (a) *Bank
      accounts and deposits.* All
      funds of the Corporation shall be deposited from time to time to the credit
      of
      the Corporation with such banks, bankers, trust companies, or other depositories
      as the Board of Directors may select or as may be selected by any officer or
      officers, agent or agents of the Corporation to whom such power may be delegated
      from time to time by the Board of Directors.





(b) *Endorsements
      without countersignature.* Endorsements for deposit to the credit of the Corporation in any of its duly
      authorized depositaries may be made without countersignature by the President
      or
      any Vice President, or the Treasurer or any Assistant Treasurer, or by any
      other
      officer or agent of the Corporation to whom the Board of Directors, by **Resolution,** shall
      have delegated such power, or by hand-stamped impression in the name of the
      Corporation.





(c) *Signing
      of checks, drafts, etc.* All
      checks, drafts, or other order for payment of money, notes or other evidences
      of
      indebtedness, issued in the name of or payable to the Corporation, shall be
      signed or endorsed by such person or persons and in such manner as shall be
      determined from time to time by **Resolution** of the
      Board of Directors.




**Article
      VI Issuance and Transfer of Shares**





Section
      6.01. *Classes
      and series of shares.* The
      Corporation may issue one or more classes or series of shares, or both, any
      of
      which classes or series may be with par value or without par value, and with
      full, limited, or no voting rights, and with such other preferences, rights,
      privileges, and restrictions as are stated or authorized in the Articles of
      Incorporation. All shares of any one class shall have the same voting rights,
      conversion, redemption, and other rights, preferences, privileges, and
      restrictions, unless the class is divided into series. If a class is divided
      into series, all the shares of any one series shall have the same voting rights,
      conversion, redemption, and other rights, preferences, privileges, and
      restrictions. There shall always be a class or series of shares outstanding
      which has complete voting rights except as limited or restricted by voting
      rights conferred on some other class or series of outstanding shares.









Section
      6.02. *Qualification
      of securities.* The
      Corporation shall not offer or sell in the State of Nevada any security issued
      by it, whether or not by or through underwriters, unless such sale has been
      qualified by the Commissioner of Corporations unless the security or the
      transaction is exempted from qualification.





Section
      6.03. (a) *Certificates
      for fully paid shares.* The
      Corporation shall issue shares when fully paid.





(b) *Certificates
      for partly paid shares.* The
      Corporation may issue certificates for shares prior to full payment under such
      restrictions as the Board of Directors may provide and the Commissioner of
      Corporations approve. The certificates of shares issued prior to full payment
      shall state the amount remaining unpaid and the terms of payment thereof. As
      a
      condition of transfer on the books of the Corporation of shares issued prior
      to
      full payment, full payment of the purchase or subscription price shall be made
      prior to the transfer.





Section
      6.04. (a) *Consideration
      for shares.* No
      shares of stock, with or without par value, shall be issued by the Corporation
      except in consideration of any or all of the following:





(1)
      Money
      paid;





(2)
      Labor
      done;





(3)
      Services actually rendered;





(4)
      Debts
      or securities canceled;





(5)
      Tangible or intangible property actually received by the
      Corporation;





(6)
      Amounts transferred from surplus to stated capital on the issue of shares as
      a
      dividend;





(7)
      Amounts transferred from surplus to stated capital on a stock split, reverse
      stock split, reclassification of outstanding shares into shares of another
      class, conversion of outstanding shares into shares of another class, exchange
      of outstanding shares for shares of another class, increase in the per-share
      par
      value, or other change affecting outstanding shares, which results in an
      increase in the aggregate par value of the outstanding shares.





(b) *Consideration
      for no-par shares.* The
      consideration to be received by the Corporation for the issue of shares without
      par value shall be such as may be determined to be reasonable by the Board
      of
      Directors.









Section
      6.05. (a) *Contents
      of share certificates.* Certificates for shares shall be of such form and style, printed or otherwise,
      as the Board of Directors may designate, and each certificate shall state all
      of
      the following facts:





(1)
      The
      certificate number;





(2)
      The
      date of issuance;





(3)
      The
      name of the record holder of the shares represented thereby;





(4)
      The
      number of shares, and a designation, if any, of the class or series, represented
      thereby;





(5)
      The
      par value, if any, of the shares represented thereby, or a statement that the
      shares are without par value.





(b) *Shares
      in classes or series.* If the
      shares of the Corporation are classified or if any class of shares has two
      or
      more series, the certificate shall contain one of the following:





(1)
      A
      statement of the rights, preferences, privileges, and restrictions granted
      to or
      imposed on the respective classes or series of shares and on the holders thereof
      as established by the Articles or by any certificate of determination of
      preferences, and the number of shares constituting each series and the
      designation thereof;





(2)
      A
      summary of such preferences, privileges, and restrictions of proper references
      to the provisions of the Articles or certificate or certificates of
      determination of preferences establishing the same;





(3)
      A
      statement setting forth the office or agency of the Corporation from which
      Shareholders may obtain a copy of the statement mentioned in subdivision (1)
      or
      the summary mentioned in subdivision (2).





(c) *Determination
      of preferences by Directors.* If the
      Board of Directors has authority to fix the dividend rights, dividend rate,
      conversion rights, voting rights, rights and terms of redemption (including
      sinking fund provisions), the redemption price or prices, or the liquidation
      preferences of any wholly unissued class or of any wholly unissued series of
      any
      class of shares, or the number of shares constituting any unissued series or
      any
      class of shares, or designations of such series, or all of them, the
      certificates shall also contain a statement of that fact.





(d) *Preferences,
      privileges, or restrictions.* Each
      certificate shall also contain the statements required by all of the following
      subdivisions, as far as they are applicable:





(1)
      If
      the shares are redeemable, a statement of that fact and the redemption price;





(2)
      If
      the shares are convertible, a general statement of the essential terms and
      method for conversion;





(3)
      If
      the shares are subject to liens or to restrictions on transfer or on voting
      power, the fact shall be indicated;





(4)
      If
      the shares are assessable, or if assessments are collectible by personal action,
      the fact shall be plainly stated on the face of the certificate.





Section
      6.06. *Signing
      certificates--facsimile signatures.* All such
      certificates shall be signed by the President or Vice President and the
      Secretary or an Assistant Secretary, or be authenticated by facsimiles of the
      signatures of the President and Secretary or by a facsimile of the signature
      of
      the President and the written signature of the Secretary or an Assistant
      Secretary. Every certificate authenticated by a facsimile of a signature must
      be
      countersigned by a transfer agent or transfer clerk, or by the facsimile
      signature of the transfer agent or transfer clerk, and be registered by an
      incorporated bank or trust company, either domestic or foreign, as registrar
      of
      transfers, before issuance. Even though an officer who signed, or whose
      facsimile signature has been written, printed or stamped on, a certificate
      for
      shares shall have ceased by death, resignation, or otherwise to be an officer
      of
      the Corporation before such certificate is delivered by the Corporation, such
      certificate shall be as valid as though signed by a duly elected, qualified,
      and
      authorized officer, if it be countersigned by a signature or facsimile signature
      of a transfer agent or transfer clerk and registered by an incorporated bank
      or
      trust company as registrars of transfers.





Section
      6.07. *Cancellation
      and exchange of certificates.* When the
      Articles are amended in any way affecting the statement contained in the
      certificates for outstanding shares, or, it becomes desirable for any reason
      to
      cancel any outstanding certificate for shares and issue a new certificate
      therefor conforming to the rights of the holder, the Board of Directors may
      order any holders of outstanding certificates for shares to surrender and
      exchange them for new certificates within a reasonable time to be fixed by
      the
      Board of Directors. The order may provide that a holder of any certificates
      so
      ordered to be surrendered is not entitled to vote or to receive dividends or
      to
      exercise any of the other rights of Shareholders of record until he has complied
      with the order, but such order shall operate to suspend such rights only after
      notice and until compliance.





Section
      6.08. (a) *Replacement
      of lost or destroyed certificates.* Where
      the holder of a share certificate claims that the certificate has been lost,
      destroyed, or wrongfully taken, the Corporation shall issue a new certificate
      in
      place of the original certificate if the owner so requests before the
      Corporation has notice that the share has been acquired by a bona fide
      purchaser; and files with the Corporation a sufficient indemnity bond; and
      satisfies any other reasonable requirements imposed by the Board of Directors.





(b) *Transfer
      of shares before replacement.* Where a
      share certificate has been lost, apparently destroyed, or wrongfully taken
      and
      the owner fails to notify the Corporation of that fact within a reasonable
      time
      after he has notice of it, and the Corporation registers a transfer of the
      share
      represented by the security before receiving such a notification, the owner
      is
      precluded from asserting against the Corporation any claim for registering
      the
      transfer or any claim to a new security.









(c) *Transfer
      after replacement.* If,
      after the issue of a new security as a replacement for a lost, destroyed, or
      wrongfully taken certificate, a bona fide purchaser of the original certificate
      presents it for registration of transfer, the Corporation must register the
      transfer unless registration would result in overissue. In addition to any
      rights on the indemnity bond, the Corporation may recover the new security
      from
      the person to whom it was issued or any person taking under him except a bona
      fide purchaser.





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





Section
      6.10. *Conditions
      of transfer.* A person
      in whose name shares of stock stand on the books of the Corporation shall be
      deemed the owner thereof as regards the Corporation; provided that whenever
      any
      transfer of shares shall be made for collateral security, and not absolutely,
      and written notice thereof shall be given to the Secretary of the Corporation
      or
      its transfer agent, if any, such fact shall be stated in the entry of the
      transfer. When a transfer of shares is requested and there is reasonable doubt
      as to the right of the person seeking the transfer, the Corporation or its
      transfer agent, before recording the transfer of the shares on its books or
      issuing any certificate therefor, may require from the person seeking the
      transfer reasonable proof of his or her right to the transfer. If there remains
      a reasonable doubt of the right to the transfer, the Corporation may refuse
      a
      transfer unless the person gives adequate security or a bond of indemnity
      executed by a corporate surety or by two individual sureties satisfactory to
      the
      Corporation as to form, amount, and responsibility of sureties. The bond shall
      be conditioned to protect the Corporation, its officers, transfer agents, and
      registrars, or any of them, against any loss, damage, expense, or other
      liability to the owner of the shares by reason of the recordation of the
      transfer or the issuance of a new certificate for shares.




**Article
      VII Corporate Records, Reports, and Seal**





Section
      7.01. *Minutes
      of corporate meetings.* The
      Corporation shall keep at the principal office, or such other place as the
      Board
      of Directors may order, a book of minutes of all meetings of its Directors
      and
      of its Shareholders or members, with the time and place of holding, whether
      regular or special, and, if special, how authorized, the notice thereof given,
      the names of those present at Directors' meetings, the number of shares or
      members present or represented at Shareholders' or members' meetings, and the
      proceedings thereof.





Section
      7.02. *Books
      of account.* The
      Corporation shall keep and maintain adequate and correct accounts of its
      properties and business transactions, including accounts of its assets,
      liabilities, receipts, disbursements, gains, losses, capital, surplus, and
      shares. Any surplus, including earned surplus, paid-in surplus, and surplus
      arising from a reduction of stated capital, shall be classified according to
      source and shown in a separate account.





Section
      7.03. *Share
      register.* The
      Corporation shall keep at the principal office, or at the office of the transfer
      agent, a share register, showing the names of the Shareholders and their
      addresses, the number of classes of shares held by each, and the number and
      date
      of certificates issued for shares, and the number and date of cancellation
      of
      every certificate surrendered for cancellation. The above specified information
      may be kept by the Corporation on magnetic tape, or other information storage
      device related to electronic data processing equipment provided that such card,
      tape, or other equipment is capable of reproducing the information in clearly
      legible form for the purposes of inspection as provided in Section
      7.04 of these **Bylaws.**





Section
      7.04. (a) *Inspection
      of records by Shareholders.* The
      share register or duplicate share register, the books of account, and minutes
      of
      proceedings of the Shareholders and the Board of Directors and of the Executive
      Committee of the Directors of the Corporation shall be open to inspection upon
      the written demand of any Shareholder or holder of a voting trust certificate
      at
      any reasonable time, for a purpose reasonably related to his or her interests
      as
      a Shareholder or as the holder of such voting trust certificate (and not for
      a
      purpose contrary to the best interests of the corporation), and shall be
      exhibited at any time when required by the demand at any Shareholders' meeting
      of 10 percent of the shares represented at the meeting. Such inspection by
      a
      Shareholder or holder of a voting trust certificate may be made in person or
      by
      agent or attorney, and the right of inspection includes the right to make
      extracts. Demand of inspection other than at a Shareholders' meeting shall
      be
      made in writing upon the President, Secretary, Assistant Secretary, or General
      Manager of the Corporation.









(b) *Inspection
      of records by Directors.* Every
      Director shall have the absolute right at any reasonable time to inspect all
      books, records, documents of every kind, and the physical properties of the
      Corporation, and also of its subsidiary corporations, domestic or foreign.
      Such
      inspection by a Director may be made in person or by agent or attorney, and
      the
      right of inspection includes the right to make extracts.





Section
      7.05. (a) *Annual
      report to Shareholders.* The
      Board of Directors shall cause an annual report to be sent to the Shareholders
      not later than 120 days after the close of the fiscal or calendar year.





(b) *Contents
      of annual report.* The
      annual report shall include the following financial statements:





(1)
      A
      balance sheet as of such closing date;





(2)
      A
      statement of income or profit and loss for the year ended on such closing date.





Such
      financial statements shall be prepared from the books and shall be in accordance
      therewith and shall be certified by the President, Secretary, Treasurer, or
      a
      public accountant. They shall be prepared in a form sanctioned by sound
      accounting practice for the particular kind of business carried on by the
      Corporation.





(c) *Balance
      sheet.* The
      balance sheet or comments accompanying it shall set forth all of the following:





(1)
      The
      bases employed in stating the valuation of the assets and any changes in such
      bases during the preceding year;





(2)
      The
      amount of the surplus, the sources thereof, and any changes therein during
      the
      past year;





(3)
      The
      number of shares of each class of stock authorized and outstanding and the
      number of shares, if any, carried as treasury shares, the cost thereof, and
      the
      source from which such cost was paid;





(4)
      The
      amounts, if any, of loans or advances to or from officers, Shareholders, and
      employees.





(d) *Income
      statement.* The
      statement of income or profit and loss shall be of such form as to disclose
      the
      amount of income or loss, in such classification as may be appropriate to the
      business of the Corporation, and the additions thereto and deductions therefrom,
      setting forth in particular the amounts of depreciation, depletion,
      amortization, interest, and extraordinary income or charges, whether or not
      included in operating income, and the amount and nature of income from
      subsidiary corporations.





(e) *Special
      financial reports to Shareholders.* Shareholders holding at least 10 percent of the number of outstanding shares
      of
      the Corporation may make a written request to the Secretary, Assistant
      Secretary, or Treasurer of the Corporation for a statement of its affairs in
      case no full or adequate statement has been given in written form to its
      Shareholders within the preceding six months.





The
      statement shall be certified by the President, Secretary, Treasurer, or a public
      accountant and shall be delivered or mailed to the persons making the request
      within 30 days thereafter. A copy of the statement shall be kept on file in
      the
      principal office of the Corporation for 12 months, and it shall be exhibited
      at
      all reasonable times to any Shareholder demanding an examination of it, or
      a
      copy shall be mailed to such Shareholder.





The
      financial statement to Shareholders shall be in the form prescribed for the
      annual report insofar as such form may be applicable to a balance sheet at
      a
      date other than the end of the fiscal year and to a statement of income and
      profit or loss for a period less than a full fiscal year. The balance sheet
      shall be as of the end of the calendar month preceding the date of receipt
      of
      the written request. The statement of income and profit or loss shall be for
      the
      period between the end of the preceding fiscal year and the end of such
      preceding calendar month.









(f) *Request
      for latest financial statement.* Upon the
      written request of any Shareholder, the Corporation shall mail to him a copy
      of
      the last annual, semiannual, or quarterly profit and loss statement and balance
      sheet, together with a copy of the certificate, if any, of the Corporation's
      auditors on the statement and balance sheet.





Section
      7.06. (a) *Record
      date for dividends or changes in shares.* The
      Board of Directors may fix a time in the future as a record date for the
      determination of the Shareholders entitled to receive any dividend or
      distribution, or any allotment of rights, or to exercise rights in respect
      to
      any change, conversion, or exchange of shares. The record date so fixed shall
      be
      not more than 40 days prior to the date or event for the purposes of which
      it is
      fixed. When a record date is so fixed, only Shareholders of record on that
      date
      are entitled to receive the dividend, distribution, or allotment of rights,
      or
      to exercise the rights, as the case may be, notwithstanding any transfer of
      any
      shares on the books of the Corporation after the record date.





(b) *Closing
      stock transfer books.* The
      Board of Directors may close the books of the Corporation against transfers
      of
      shares during the whole or any part of the period of not more than 40 days
      prior
      to the date when the right to any dividend, distribution, or allotment of rights
      vests, or the effective date of any change, conversion, or exchange of shares.





Section
      7.07. *Corporate
      seal.* The
      Board of Directors may adopt, use, and at will alter, a corporate seal, but
      failure to affix a seal does not affect the validity of any instrument.




**Article
      VIII Certification, Inspection, and** **Amendment
      of Bylaws** ****





Section
      8.01. *Certification
      and inspection of* ***bylaws.*** The
      Corporation shall keep in its principal office for the transaction of its
      business the original or a copy of the **Bylaws** as
      amended or otherwise altered to date, certified by the Secretary of the
      Corporation, which shall be open to inspection by the Shareholders at all
      reasonable times during office hours.





Section
      8.02. *Adoption,* ***amendment,*** *repeal by Directors.* These **Bylaws** may be
      adopted, amended, or repealed by the Board of Directors, provided such **Bylaws** as
      adopted or amended are not in conflict with the Articles of Incorporation or
      with law, and provided that the Board of Directors.