ex10_4.htm


    
      

    

    Exhibit
10.4

     

    
      AMENDED
AND RESTATED BYLAWS OF

      MARSHALL
HOLDINGS INTERNATIONAL, INC.

       

       

      ARTICLE
I

      Offices

      


      1.1.           Registered
Office.  The registered office of Marshall Holdings
International, Inc. (the “Company”) required by Section 78.035 of the Nevada
Revised Statutes or any successor statute (the “NRS”) to be maintained in the
State of Nevada shall be the registered office named in the Articles of
Incorporation of the Company, as they may be amended or restated from time to
time in accordance with the NRS (the “Articles of Incorporation”). 

      


      1.2.           Other
Offices.  The Company may also have offices at such other
places both within and without the State of Nevada as the Board of Directors of
the Company (the “Board of Directors”) may determine from time to time or as the
business of the Company may require.

      


      ARTICLE
II

      Meetings
of Stockholders

      


      2.1.           Place of
Meetings.  Meetings of the Company’s stockholders shall be held
at such place within or without the State of Nevada as may be designated by the
Board of Directors or the officer calling the meeting, or, in the absence of
such designation, at the principal office of the Company.

      


      2.2.           Annual
Meeting.  An annual meeting of the stockholders, for the
election of directors to succeed those whose terms expire or to fill vacancies
and for the transaction of such other business as may properly come before the
meeting, shall be held on such date and at such time as the Board of Directors
shall fix and set forth in the notice of the meeting, which date shall be within
13 months subsequent to the last annual meeting of stockholders.  At
the annual meeting of the stockholders, only such business shall be conducted as
shall have been properly brought before the annual meeting as set forth in
Paragraph 2.8 hereof.  Failure to hold the annual meeting at the
designated time shall not work a dissolution of the Company.

      


      2.3.           Special
Meetings.  Subject to the rights of the holders of any series
of the Company’s preferred stock, par value $0.001 per share (the “Preferred
Stock”), as designated in any resolutions adopted by the Board of Directors and
filed with the State of Nevada (a “Preferred Stock Designation”), special
meetings of the stockholders may be called at any time by those persons set
forth in the Articles of Incorporation.  Upon written request of any
person or persons who have duly called a special meeting, it shall be the duty
of the Secretary to fix the date of the meeting to be held not less than 10 nor
more than 60 days after the receipt of the request and to give due notice
thereof, as required by the NRS.  If the Secretary shall neglect or
refuse to fix the date of the meeting and give notice thereof, the person or
persons calling the meeting may do so.

      


      2.4.           Notice of
Meeting.  Written or printed notice of all meetings, stating
the place, day and hour of the meeting and the purpose or purposes for which the
meeting is called, 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 Chairman of the Board or Secretary, to each stockholder
entitled to vote at such meeting.  If mailed, such notice shall be
deemed to be delivered to a stockholder when deposited in the United States mail
addressed to such stockholder at such stockholder’s address as it appears on the
stock transfer records of the Company, with postage thereon
prepaid.

      


      2.5.           Registered Holders of
Shares; Closing of Share Transfer Records; and Record Date.

      


      (a)        
   Registered Holders as
Owners.  Unless otherwise provided under the NRS, the Company
may regard the person in whose name any shares are registered in the stock
transfer records of the Company at any particular time (including, without
limitation, as of a record date fixed pursuant to subparagraph (b) of this
Paragraph 2.5) as the owner of such shares at that time for purposes of voting,
receiving distributions thereon or notices in respect thereof, transferring such
shares, exercising rights of dissent with respect to such shares, entering into
agreements with respect to such shares, or giving proxies with respect to such
shares; and neither the Company nor any of its officers, directors, employees or
agents shall be liable for regarding that person as the owner of such shares at
that time for those purposes, regardless of whether that person possesses a
certificate for such shares.


      
        
           


        

        
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      (b)         
  Record
Date.  For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive a distribution by the Company (other than a distribution
involving a purchase or redemption by the Company of any of its own shares) or a
share dividend, or in order to make a determination of stockholders for any
other proper purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of stockholders, such date in any case to
be not more than 60 days and, in the case of a meeting of stockholders, not less
than 10 days, prior to the date on which the particular action requiring such
determination of stockholders is to be taken.  The Board of Directors
shall not close the books of the Company against transfers of shares during the
whole or any part of such period.

      


      If the
Board of Directors does not fix a record date for any meeting of the
stockholders, the record date for determining stockholders entitled to notice of
or to vote at such meeting shall be at the close of business on the day next
preceding the day on which notice is given, or, if in accordance with Paragraph
7.3 of these Bylaws notice is waived, at the close of business on the day next
preceding the day on which the meeting is held.

      


      2.6.           Quorum of Stockholders;
Adjournment.  Unless otherwise provided in the Articles of
Incorporation, a majority of the outstanding shares of capital stock of the
Company entitled to vote, present in person or represented by proxy, shall
constitute a quorum at any meeting of the stockholders, and the stockholders
present at any duly convened meeting may continue to do business until
adjournment notwithstanding any withdrawal from the meeting of holders of shares
counted in determining the existence of a quorum.  Unless otherwise
provided in the Articles of Incorporation or these Bylaws, any meeting of the
stockholders may be adjourned from time to time by the chairman of the meeting
or the holders of a majority of the issued and outstanding stock, present in
person or represented by proxy, whether or not a quorum is present, without
notice other than by announcement at the meeting at which such adjournment is
taken, and at any such adjourned meeting at which a quorum shall be present any
action may be taken that could have been taken at the meeting originally called;
provided that if the
adjournment is for more than 30 days, or if after the adjournment a new record
date is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the adjourned
meeting.

      


      2.7.           Voting by
Stockholders.

      


      (a)         
  Voting on
Matters Other than the Election of Directors.  With respect to
any matters as to which no other voting requirement is specified by the NRS, the
Articles of Incorporation or these Bylaws, and, subject to the rights of the
holders of any series of Preferred Stock to elect directors under specific
circumstances, the affirmative vote required for stockholder action shall be
that of a majority of the shares present in person or represented by proxy at
the meeting (as counted for purposes of determining the existence of a quorum at
the meeting).  In the case of a matter submitted for a vote of the
stockholders as to which a stockholder approval requirement is applicable under
the stockholder approval policy of any stock exchange or quotation system on
which the capital stock of the Company is traded or quoted, the requirements
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
any provision of the Internal Revenue Code, in each case for which no higher
voting requirement is specified by the NRS, the Articles of Incorporation or
these Bylaws, the vote required for approval shall be the requisite vote
specified in such stockholder approval policy, the Exchange Act or Internal
Revenue Code provision, as the case may be (or the highest such requirement if
more than one is applicable).

      


      (b)        
   Voting in the Election of
Directors.  Unless otherwise provided in the Articles of
Incorporation or these Bylaws in accordance with the NRS, directors shall be
elected by a plurality of the votes cast by the holders of outstanding shares of
capital stock of the Company entitled to vote in the election of directors at a
meeting of stockholders at which a quorum is present.

      


      (c)      
     Consents in Lieu of
Meeting.  Any action that is required or permitted to be taken
by the stockholders of the Company at any annual or special meeting of
stockholders may be effected by the written consent of stockholders in lieu of a
meeting pursuant to the provisions of the NRS.


      
        
           


        

        
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      (d)       
    Other.  The
Board of Directors, in its discretion, or the officer of the Company presiding
at a meeting of stockholders of the Company, in his discretion, may require that
any votes cast at such meeting shall be cast by written ballot.

      


      2.8.           Business to be Conducted at
Annual or Special Stockholder Meetings. At any annual or special meeting
of stockholders, only such business shall be conducted, and only such proposals
shall be acted upon, as shall have been disclosed in the notice delivered to the
stockholders with respect to such meeting.

      


      2.9.           Proxies.  Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for him by proxy.  Proxies for use at any
meeting of stockholders shall be filed with the Secretary, or such other officer
as the Board of Directors may from time to time determine by resolution, before
or at the time of the meeting.  All proxies shall be received and
taken charge of and all ballots shall be received and canvassed by the secretary
of the meeting who shall decide all questions relating to the qualification of
voters, the validity of the proxies, and the acceptance or rejection of votes,
unless an inspector or inspectors shall have been appointed by the chairman of
the meeting, in which event such inspector or inspectors shall decide all such
questions.

      


      2.10.         Approval or Ratification of
Acts or Contracts by Stockholders.  The Board of Directors in
its discretion may submit any act or contract for approval or ratification at
any annual meeting of the stockholders, or at any special meeting of the
stockholders called for the purpose of considering any such act or contract, and
any act or contract that shall be approved or be ratified by the vote of the
stockholders holding a majority of the issued and outstanding shares of stock of
the Company entitled to vote and present in person or by proxy at such meeting
(provided that a quorum is present), shall be as valid and as binding upon the
Company and upon all the stockholders as if it has been approved or ratified by
every stockholder of the Company.

      


      2.11.         Inspectors of
Election.  The Company shall, in advance of any meeting of
stockholders, appoint one or more inspectors of election, who may be employees
of the Company, to act at the meeting or any adjournment thereof and to make a
written report thereof.  The Company may designate one or more persons
as alternate inspectors to replace any inspector who fails to act.  If
no inspector so appointed or designated is able to act at a meeting of
stockholders, the chairman or the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting.  Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath to
execute faithfully the duties of inspector with strict impartiality and
according to the best of his ability.

      


      The
inspector or inspectors so appointed or designated shall: (a) ascertain the
number of shares of capital stock of the Company outstanding and the voting
power of each such share; (b) determine the shares of capital stock of the
Company represented at the meeting and the validity of proxies and ballots; (c)
count all votes and ballots; (d) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors; and (e) certify their determination of the number of shares of the
capital stock of the Company represented at the meeting and such inspectors’
count of all votes and ballots.  Such certification and report shall
specify such other information as may be required by law.  In
determining the validity and counting of proxies and ballots cast at any meeting
of stockholders of the Company, the inspectors may consider such information as
is permitted by applicable law.  No person who is a candidate for an
office at an election may serve as an inspector at such election.

      


      ARTICLE
III

      Directors

      


      3.1.           Powers, Number,
Classification and Tenure.

      


      (a)     
      The powers of the Company shall be exercised
by or under the authority of, and the business and affairs of the Company shall
be managed under the direction of, the Board of Directors.  Each
director shall hold office for the full term for which such director is elected
and until such director’s successor shall have been duly elected and qualified
or until his earlier death or resignation or removal in accordance with the
Articles of Incorporation or these Bylaws.


      
        
           


        

        
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      (b)      
     Within the limits specified in the Articles of
Incorporation, and subject to the rights of the holders of any series of
Preferred Stock to elect directors under specific circumstances, the number of
directors that shall constitute the whole Board of Directors shall be fixed by,
and may be increased or decreased from time to time by, the affirmative vote of
a majority of the members at any time constituting the Board of
Directors.  Except as provided in the Articles of Incorporation, and
subject to the rights of the holders of any series of Preferred Stock to elect
directors under specific circumstances, newly created directorships resulting
from any increase in the number of directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors.  Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
directors in which the new directorship was created or the vacancy occurred and
until such director’s successor shall have been elected and qualified or until
his earlier death, resignation or removal.  No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director.

      


      3.2.           Qualifications.  Directors
need not be residents of the State of Nevada or stockholders of the
Company.

      


      3.3.           Place of Meeting; Order of
Business.  Except as otherwise provided by law, meetings of the
Board of Directors, regular or special, may be held either within or without the
State of Nevada, at whatever place is specified by the person or persons calling
the meeting.  In the absence of specific designation, the meetings
shall be held at the principal office of the Company.  At all meetings
of the Board of Directors, business shall be transacted in such order as shall
from time to time be determined by the Chairman of the Board, or in his absence
by the President, or by resolution of the Board of Directors.

      


      3.4.           Regular
Meetings.  Regular meetings of the Board of Directors shall be
held, in each case, at such hour and on such day as may be fixed by resolution
of the Board of Directors, without further notice of such
meetings.  The time or place of holding regular meetings of the Board
of Directors may be changed by the Chairman of the Board by giving written
notice thereof as provided in Paragraph 3.6 hereof.

      


      3.5.           Special
Meetings.  Special meetings of the Board of Directors shall be
held, whenever called by the Chairman of the Board or by resolution adopted by
the Board of Directors, in each case, at such hour and on such day as may be
stated in the notice of the meeting.

      


      3.6.           Attendance at and Notice of
Meetings.  Written notice of the time and place of, and general
nature of the business to be transacted at, all special meetings of the Board of
Directors, and written notice of any change in the time or place of holding the
regular meetings of the Board of Directors, shall be given to each director
personally or by mail or by telegraph, telecopier or similar communication at
least one day before the day of the meeting; provided, however, that
notice of any meeting need not be given to any director if waived by him in
writing, or if he shall be present at such meeting.  Participation in
a meeting of the Board of Directors shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.

      


      3.7.           Quorum of and Action by
Directors.  A majority of the directors in office shall
constitute a quorum of the Board of Directors for the transaction of business;
but a lesser number may adjourn from day to day until a quorum is
present.  Except as otherwise provided by law or in these Bylaws, all
questions shall be decided by the vote of a majority of the directors present at
a meeting at which a quorum is present.

      


      3.8.           Board and Committee Action
Without a Meeting.  Unless otherwise restricted by the Articles
of Incorporation or these Bylaws, any action required or permitted to be taken
at a meeting of the Board of Directors or any committee thereof may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the Board of Directors or such committee, as the
case may be, and shall be filed with the Secretary.

      


      3.9.           Board and Committee
Telephone Meetings.  Subject to the provisions required or
permitted by the NRS for notice of meetings, unless otherwise restricted by the
Articles of Incorporation or these Bylaws, members of the Board of Directors, or
members of any committee designated by the Board of Directors, may participate
in and hold a meeting of such Board of Directors or committee by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting pursuant to this Paragraph 3.9 shall constitute presence in person at
such meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.


      
        
           


        

        
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      3.10.         Compensation.  Directors
shall receive such compensation for their services as shall be determined by the
Board of Directors.

      


      3.11.         Removal.  Directors
may be removed from office in the matter set forth in the Articles of
Incorporation, subject to the rights of the holders of any series of Preferred
Stock to elect directors under specific circumstances.

      


      3.12.         Committees of the Board of
Directors.

      


      (a)        
   The Board of Directors, by resolution adopted by a majority of
the full Board of Directors, may designate from among its members one or more
committees (in addition to those listed below), each of which shall be comprised
of one or more of its members, and may designate one or more of its members as
alternate members of any committee, who may, subject to any limitations by the
Board of Directors, replace absent or disqualified members at any meeting of
that committee.  Any such committee, to the extent provided in such
resolution or in the Articles of Incorporation or these Bylaws, shall have and
may exercise all of the authority of the Board of Directors to the extent
permitted by the NRS, including, without limitation, the power and authority to
declare a dividend, to authorize the issuance of stock or to adopt a plan of
merger pursuant to Section 78.125 of the NRS.  Any such committee may
authorize the seal of the Company to be affixed to all papers which may require
it.  In addition to the above, such committee or committees shall have
such other powers and limitations of authority as may be determined from time to
time by resolution adopted by the Board of Directors.

      


      (b)     
      The Board of Directors shall have the power
at any time to change the membership of any such committee and to fill vacancies
in it.  A majority of the number of members of any such committee
shall constitute a quorum for the transaction of business unless a greater
number is required by a resolution adopted by the Board of
Directors.  The act of the majority of the members of a committee
present at any meeting at which a quorum is present shall be the act of such
committee, unless the act of a greater number is required by a resolution
adopted by the Board of Directors.  Each such committee may elect a
chairman and appoint such subcommittees and assistants as it may deem
necessary.  Except as otherwise provided by the Board of Directors,
meetings of any committee shall be conducted in accordance with Paragraphs 3.4,
3.5, 3.6, 3.7, 3.8, 3.9 and 7.3 hereof.  In the absence or
disqualification of a member of a committee, the member or members present at
any meeting and not disqualified from voting, whether or not constituting a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of the absent or disqualified member.  Any
member of any such committee elected or appointed by the Board of Directors may
be removed by the Board of Directors whenever in its judgment the best interests
of the Company will be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed.  Election or appointment of a member of a committee shall not
of itself create contract rights.

      


      (c)       
    Any action taken by any committee of the Board of
Directors shall promptly be recorded in the minutes and filed with the
Secretary.

      


      (d)       
    Notwithstanding anything herein contained to the
contrary, the composition and powers of any committee of the Board of Directors
are expressly subject to the requirements of any stock exchange or quotation
system on which the capital stock of the Company is traded or quoted, or the
Exchange Act.

      


      (e)        
   Executive
Committee.  The Board of Directors may create an Executive
Committee of the Board of Directors, which committee shall have and may exercise
all the powers and authority of the Board of Directors between regular or
special meetings of the Board of Directors in the management of the business and
affairs of the Company, except to the extent limited by Nevada
law.  Without limiting the generality of the foregoing, the Executive
Committee shall have the power and authority to (i) declare dividends on any
class of capital stock of the Company, (ii) authorize the issuance of capital
stock of the Company, (iii) adopt plans of merger, and (iv) in reference to
amending the Articles of Incorporation, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of capital stock
adopted by the Board of Directors, fix the designations and any of the
preferences or rights of such shares relating to dividends, redemptions,
dissolution, any distribution of assets of the Company or the conversion into,
or the exchange of such shares for, shares of any other class or classes or any
other series of the same or any other class or classes of stock of the Company
or fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series.


      
        
           


        

        
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      (f)       
     Audit
Committee.  The Board of Directors may create an Audit
Committee of the Board of Directors whose members shall consist solely of
directors who are not employees or affiliates of the Company and have no
relationship with the Company that would, in the judgment of the Board of
Directors, interfere with their exercise of independent judgment as a member of
such committee.  The Audit Committee shall have and may exercise the
power and authority to recommend to the Board of Directors the accounting firm
to be selected by the Board of Directors or to be recommended by it for
stockholder approval, as independent auditor of the financial statements of the
Company and its subsidiaries, and to act on behalf of the Board of Directors in
meeting and reviewing with the independent auditors, the chief accounting
officer, the chief internal auditor, if any, and the appropriate corporate
officers, matters relating to corporate financial reporting and accounting
procedures and policies, adequacy of financial, accounting and operating
controls and the scope of the respective audits of the independent auditors and
the internal auditor, if any.  The Audit Committee shall also review
the results of such audits with the respective auditors and shall report the
results of those reviews to the Board of Directors.  The Audit
Committee shall submit to the Board of Directors any recommendations it may have
from time to time with respect to financial reporting and accounting practices
and policies and financial, accounting and operational controls and
safeguards.  The Audit Committee may submit to the Compensation
Committee any recommendations it may have with respect to the compensation of
the chief accounting officer and the chief internal auditor, if
any.  The Board of Directors shall, by resolution adopted by a
majority of the Board of Directors, designate not less than two of its
qualifying members from time to time to constitute members of the Audit
Committee.

      


      (g)      
     Nominating
Committee.  The Board of Directors may create a Nominating
Committee of the Board of Directors, which committee shall have and may exercise
the power and authority to recommend to the Board of Directors prior to each
annual meeting of the stockholders of the Company: (i) the appropriate size and
composition of the Board of Directors; and (ii) nominees: (1) for election to
the Board of Directors for whom the Company should solicit proxies; (2) to serve
as proxies in connection with the annual stockholders’ meeting; and (3) for
election to all committees of the Board of Directors other than the Nominating
Committee.  The Board of Directors shall, by resolution adopted by a
majority of the Board, designate one or more of its members from time to time to
constitute members of the Nominating Committee.

      


      (h)      
     Compensation
Committee.  The Board of Directors may create a Compensation
Committee of the Board of Directors, whose members shall consist solely of
directors who are not employees or affiliates of the Company and have no
relationship with the Company that would, in the judgment of the Board of
Directors, interfere with their exercise of independent judgment as a member of
such committee.  The Compensation Committee shall have and may
exercise all the power and authority to (i) establish a general compensation
policy for the officers and employees of the Company, including to establish and
at least annually review officers’ salaries and levels of officers’
participation in the benefit plans of the Company, (ii) prepare any reports that
may be required by the regulations of the Securities and Exchange Commission or
otherwise relating to officer compensation, (iii) approve any increases in
directors’ fees, and (iv) exercise all other powers of the Board of Directors
with respect to matters involving the compensation of employees and the employee
benefits of the Company as shall be delegated by the Board of Directors to the
Compensation Committee from time to time.  Without limiting the
generality of the foregoing, the Compensation Committee shall have the power and
authority to authorize the issuance of capital stock of the Company pursuant to
any compensation or benefit plan or arrangement adopted or entered into by the
Company.  The Board of Directors shall, by resolution adopted by a
majority of the Board, designate two or more of its qualifying members from time
to time to constitute members of the Compensation Committee.


      
        
           


        

        
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      ARTICLE
IV

      Officers

      


      4.1.           Designation.  The
officers of the Company shall consist of a Chairman of the Board, Chief
Executive Officer, President, Chief Operating Officer, Secretary, Chief
Financial Officer, Treasurer, Controller and such Executive, Senior or other
Vice Presidents, Assistant Secretaries, Assistant Treasurers, Assistant
Controllers and other officers as may be elected or appointed by the Board of
Directors from time to time.  Any number of offices may be held by the
same person.  The Chairman of the Board may also serve as the Chief
Executive Officer.  The Chairman of the Board shall be chosen from the
directors.  All officers chosen by the Board of Directors shall each
have such powers and duties as generally pertain to their respective
stockholders and of the Board of Directors.

      


      4.2.           Election and Term of
Office.  The elected officers of the Company shall be elected
annually by the Board of Directors at the regular meeting of the Board of
Directors held at the time of each annual meeting of the
stockholders.  If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as
convenient.  Subject to Paragraph 4.17 of these Bylaws, each officer
shall hold office until such officer’s successor shall have been duly elected
and shall have qualified or until such officer’s death or until such officer
shall resign.

      


      4.3.           Chairman of the
Board.  The Chairman of the Board shall be the Chief Executive
Officer of the Company and shall preside at all meetings of the stockholders and
of the Board of Directors.  Except where by law the signature of the
President is required, the Chairman of the Board shall possess the same power as
the President to sign all contracts, certificates and other instruments of the
Company which may be authorized by the Board of Directors.  The
Chairman of the Board shall also perform such other duties and may exercise such
other powers as from time to time may be assigned to him by these Bylaws or by
the Board of Directors.  In the absence or incapacity to act of the
President, the Chairman of the Board shall serve as acting President, and when
so acting, shall have all the powers of and be subject to the restrictions of
such office.

      


      4.4.           Chief Executive
Officer.  The Chief Executive Officer shall be responsible for
the general management of the affairs of the Company and shall perform all
duties incidental to the Chief Executive Officer’s office which may be required
by law and all such other duties as are properly required of him by the Board of
Directors.  The Chief Executive Officer shall see that all orders and
resolutions of the Board of Directors and of any committee thereof are carried
into effect.

      


      4.5.           President.  The
President shall be the Chief Operating Officer of the Company and shall have
general supervision and control of the business, affairs and properties of the
Company and its general officers, and shall see that all orders and resolutions
of the Board of Directors are carried into effect.  He shall have the
power to appoint and remove all subordinate officers, agents and employees,
except those elected or appointed by the Board of Directors, and shall execute
all bonds, mortgages, contracts and other instruments of the Company requiring a
seal, under the seal of the Company, except where required or permitted by law
to be otherwise signed and executed and except that the other officers of the
Company may sign and execute documents when so authorized by these Bylaws, the
Board of Directors or the President.  The President shall also perform
such other duties and may exercise such other powers as from time to time may be
assigned to him by these Bylaws or by the Board of Directors.  In the
incapacity to act of the Chairman of the Board, the President shall serve as
acting Chairman of the Board, and when so acting, shall have all the powers of
and be subject to the restrictions of such office.

      


      4.6.           Chief Operating
Officer.  As the Chief Operating Officer, the President shall
have general charge and supervision of the day to day operations of the Company
(subject to the direction of the Board of Directors), and, in general, shall
perform such other duties as are incident to the office of a chief operating
officer of a corporation, including those duties customarily performed by
persons occupying such office, and shall perform such other duties as, from time
to time, may be assigned to him by the Board of Directors.

      


      4.7.           Vice
President.  The Board of Directors may appoint such Vice
Presidents as may be recommended by the President or as the directors deem
necessary or appropriate.  Vice Presidents may be designated as Senior
Vice Presidents, Executive Vice Presidents or some other designation as the
Board of Directors deems appropriate (each a “Vice President”).  Each
Vice President shall perform such duties as the Board of Directors may from time
to time prescribe and have such other powers as the President may from time to
time prescribe.


      
        
           


        

        
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      4.8.           Chief Financial
Officer.  The Chief Financial Officer shall be the chief
accounting officer of the Company and shall have general charge and supervision
of the day to day financial operations of the Company (subject to the direction
of the Board of Directors), and, in general, shall perform such other duties as
are incident to the office of a chief financial officer of a corporation,
including those duties customarily performed by persons occupying such office,
and shall perform such other duties as, from time to time, may be assigned to
him by the Board of Directors or the Audit Committee.

      


      4.9.           Secretary.  The
Secretary shall attend the meetings of the Board of Directors and all meetings
of stockholders and record the proceedings thereof in a book or books to be kept
for that purpose; the Secretary shall also perform like duties for the standing
committees when required.  The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall
be.  If the Secretary shall be unable or shall refuse to cause to be
given notice of all meetings of the stockholders and special meetings of the
Board of Directors, and if there be no Assistant Secretary, then the Chairman of
the Board may choose another officer to cause such notice to be
given.  The Secretary shall have custody of the seal of the Company
and the Secretary or any Assistant Secretary, if there be one, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by the signature of the Secretary or by the signature of any
such Assistant Secretary.  The Board of Directors may give general
authority to any other officer to affix the seal of the Company and to attest
the affixing by his signature.  The Secretary shall see that all
books, reports, statements, certificates and other documents and records
required by law to be kept or filed are properly kept or filed, as the case may
be.

      


      4.10.         Treasurer.  The
Treasurer shall have the custody of the Company’s funds and securities and shall
keep full and accurate accounts of receipt and disbursements in books belonging
to the Company and shall deposit all moneys and other valuable effects in the
name and to the credit of the Company in such depositories as may be designated
by the Chief Financial Officer or the Board of Directors.  The
Treasurer shall disburse the funds of the Company as may be ordered by the Chief
Financial Officer or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board and the Board of
Directors, at its regular meeting, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the liquidity of the
Company.  If required by the Board of Directors, the Treasurer shall
give the Company a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Company, in case of his
death, resignation, retirement or removal from office, of all books papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Company.

      


      4.11.         Controller.  The
Controller, if there is one, shall maintain records of all assets, liabilities,
and transactions of the Company and shall be responsible for the design,
installation and maintenance of accounting and cost control systems and
procedures for the Company and shall perform such other duties and have such
other powers as from time to time may be assigned to him by the Chief Financial
Officer, Board of Directors or the Audit Committee.

      


      4.12.         Assistant
Secretaries.  Except as may be otherwise provided in these
Bylaws, Assistant Secretaries, if there be any, shall perform such duties and
have such powers as from time to time may be assigned to them by the Board of
Directors, the President, any Vice President, or the Secretary, and in the
absence of the Secretary or in the event of his disability or refusal to act,
shall perform 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.

      


      4.13.         Assistant
Treasurers.  Assistant Treasurers, if there be any, shall
perform such duties and have such powers as from time to time may be assigned to
them by the Board of Directors, the President or the Treasurer, and in the
absence of the Treasurer or in the event of his disability or refusal to act,
shall perform 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.  If required by the Board of Directors, an Assistant
Treasurer shall give the Company a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the Company,
in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the Company.


      
        
           


        

        
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      4.14.         Assistant
Controllers.  Except as may be otherwise provided in these
Bylaws, Assistant Controllers, if there be any, shall perform such duties and
have such powers as from time to time may be assigned to them by the Board of
Directors, the President, any Vice President, or the Controller, and in the
absence of the Controller or in the event of his disability or refusal to act,
shall perform the duties of the Controller, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the
Controller.

      


      4.15.         Other
Officers.  Such other officers as the Board of Directors may
choose shall perform such duties and have such powers, subordinate to those
powers specifically delegated to certain officer in these Bylaws, as from time
to time may be assigned to them by the Board of Directors.  The
President of the Company shall have the power to choose such other officers and
to prescribe their respective duties and powers, subject to control by the Board
of Directors.

      


      4.16.         Vacancies.  Whenever
any vacancies shall occur in any office by death, resignation, increase in the
number of offices of the Company, or otherwise, the same shall be filled by the
Board of Directors (or the President, in accordance with Paragraph 4.3 of these
Bylaws, subject to control by the Board of Directors), and the officer so
appointed shall hold office until such officer’s successor is elected or
appointed in accordance with these Bylaws or until his earlier death,
resignation or removal.

      


      4.17.         Removal.  Any
officer or agent of the Company may be removed by the Board of Directors
whenever in its judgment the best interests of the Company will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Election or appointment of an officer
or agent shall not of itself create contract rights.

      


      4.18.         Action with Respect to
Securities of Other Corporations.  Unless otherwise directed by
the Board of Directors, the Chairman of the Board, the Chief Executive Officer,
the President, any Vice President and the Treasurer of the Company shall each
have power to vote and otherwise act on behalf of the Company, in person or by
proxy, at any meeting of security holders of or with respect to any action of
security holders of any other corporation in which the Company may hold
securities and otherwise to exercise any and all rights and powers which the
Company may possess by reason of its ownership of securities in such other
corporation.

      


      ARTICLE
V

      Capital
Stock

      


      5.1.           Certificates for
Shares.  The certificates for shares of the capital stock of
the Company shall be in such form as may be approved by the Board of Directors
from time to time.  The Company shall deliver one or more certificates
to each of the Company’s stockholders, which shall represent the number of
shares to which such stockholder is entitled.  Certificates shall be
signed by the Chairman of the Board, the President or a Vice President and
either the Secretary or an Assistant Secretary, and may bear the seal of the
Company or a facsimile thereof.  The signatures of such officers upon
a certificate may be facsimiles.  The stock record books and the blank
stock certificates shall be kept by the Secretary, or at the office of such
transfer agent or transfer agents as the Board of Directors may from time to
time by resolution determine.  In case any officer who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the Company with the same effect as if such person were such officer at the date
of its issuance.

      


      5.2.           Multiple Classes of
Stock.  As the Company is authorized to issue more than one
class of capital stock and more than one series of preferred stock, a statement
of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof and the
qualification, limitations or restrictions of such preferences and/or rights
shall be set forth in full or summarized on the face or back of each of the
certificates the Company issues to represent such class or series of stock;
provided that, to the extent allowed by law, in lieu of such statement, the face
or back of such certificates may state that the Company will furnish a copy of
such statement without charge to each requesting stockholder.


      
        
           


        

        
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      5.3.           Transfer of
Shares.  The shares of stock of the Company shall be
transferable only on the books of the Company by the holders thereof in person
or by their duly authorized attorneys or legal representatives upon surrender
and cancellation of certificates for a like number of shares.

      


      5.4.           Ownership of
Shares.  As the Company is entitled to treat the holder of
record of any share or shares of capital stock as the holder in fact thereof
under Paragraph 2.5 hereof, the Company shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Nevada.

      


      5.5.           Regulations Regarding
Certificates.  The Board of Directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement of
certificates for shares of capital stock of the Company.

      


      5.6.           Lost or Destroyed
Certificates.  The Board of Directors may determine the
conditions upon which a new certificate representing shares of the capital stock
of the Company may be issued in place of a certificate which is alleged to have
been lost, stolen or destroyed; and may, in its discretion, require the owner of
such certificate or his legal representative to give bond, with sufficient
surety, to indemnify the Company and each transfer agent and registrar against
any and all losses or claims that may arise by reason of the issue of a new
certificate in the place of the one so lost, stolen or destroyed.

      


      ARTICLE
VI

      Indemnification

      


      6.1.           General.  The
Company shall indemnify its directors, officers, employees, agents and others as
provided in the Articles of Incorporation.  

      


      6.2.           Request for
Indemnification.  A party requesting indemnification (the
“Indemnitee”) shall submit notice of such request in writing to the Secretary of
the Company.  Such notice of request for indemnification shall contain
sufficient information to reasonably inform the Company about the nature and
extent of the indemnification or advance sought by the
Indemnitee.  The Secretary shall promptly advise the Board of
Directors of any such request.

      


      6.3.           Extension of
Rights.  No amendment, alteration or repeal of this Article VI
or any provision hereof shall be effective as to any Indemnitee for acts, events
and circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal.  The provisions of this Article VI shall
continue as to an Indemnitee whose Corporate Status has ceased for any reason
and shall inure to the benefit of his heirs, executors and
administrators.  Neither the provisions of this Article VI nor those
of any agreement to which the Company is a party shall be deemed to preclude the
indemnification of any person who is not specified in this Article VI as having
the right to receive indemnification or is not a party to any such agreement,
but whom the Company has the power or obligation to indemnify under the
provisions of the NRS.

      


      6.4.           Insurance and
Subrogation.  The Company shall not be liable under the
Articles of Incorporation or this Article VI to make any payment of amounts
otherwise indemnifiable hereunder if, but only to the extent that, the
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.  In the event of any payment
hereunder, the Company shall be subrogated to the extent of such payment to all
the rights of recovery of the Indemnitee, who shall execute all papers required
and take all action reasonably requested by the Company to secure such rights,
including execution of such documents as are necessary to enable the Company to
bring suit to enforce such rights.


      
        
           


        

        
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      6.5.           Severability.  If
any provision or provisions of this Article VI shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby; and, to the fullest extent possible, the provisions of this
Article VI shall be construed so as to give effect to the intent manifested by
the provision held invalid, illegal or unenforceable.

      


      6.6.           Notices.  Promptly
after receipt by the Indemnitee of notice of the commencement of any action,
suit or proceeding, the Indemnitee shall, if he anticipates or contemplates
making a claim for expenses or an advance pursuant to the terms of the Articles
of Incorporation and this Article VI, notify the Company of the commencement of
such action, suit or proceeding; provided, however, that any
delay in so notifying the Company shall not constitute a waiver or release by
the Indemnitee of rights hereunder and that any omission by the Indemnitee to so
notify the Company shall not relieve the Company from any liability that it may
have to the Indemnitee otherwise than under the Articles of Incorporation or
this Article VI.  Any communication required or permitted to the
Company shall be addressed to the Secretary and any such communication to the
Indemnitee shall be addressed to the Indemnitee’s address as shown on the
Company’s records unless he specifies otherwise and shall be personally
delivered or delivered by overnight mail delivery.  Any such notice
shall be effective upon receipt.

      


      6.7.           Contractual
Rights.  The right to be indemnified or to the advancement or
reimbursement of expenses (a) is a contract right based upon good and valuable
consideration, pursuant to which the Indemnitee may sue as if these provisions
were set forth in a separate written contract between the Indemnitee and the
Company, (b) is and is intended to be retroactive and shall be available as to
events occurring prior to the adoption of these provisions, and (c) shall
continue after any rescission or restrictive modification of such provisions as
to events occurring prior thereto.

      


      ARTICLE
VII

      Miscellaneous
Provisions

      


      7.1.           Bylaw
Amendments.  These Bylaws may be amended as provided in the
Articles of Incorporation.

      


      7.2.           Books and
Records.  The Company shall keep books and records of account
and shall keep minutes of the proceedings of its stockholders, its Board of
Directors and each committee of its Board of Directors.

      


      7.3.           Notices; Waiver of
Notice.  Whenever any notice is required to be given to any
stockholder, director or committee member under the provisions of the NRS, the
Articles of Incorporation or these Bylaws, said notice shall be deemed to be
sufficient if given by deposit of the same in the United States mail, with
postage paid thereon, addressed to the person entitled thereto at his address as
it appears on the records of the Company, and such notice shall be deemed to
have been given on the day of such mailing.

      


      Whenever
any notice is required to be given to any stockholder, director or committee
member under the provisions of the NRS, the Articles of Incorporation or these
Bylaws, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be
equivalent to the giving of such notice.  Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

      


      7.4.           Resignations.  Any
director or officer may resign at any time.  Such resignations shall
be made in writing and shall take effect at the time specified therein, or, if
no time be specified, at the time of its receipt by the President or the
Secretary.  The acceptance of a resignation shall not be necessary to
make it effective, unless expressly so provided in the resignation.

      


      7.5.           Seal.  The
seal of the Company shall be in such form as the Board of Directors may
adopt.

      


      7.6.           Fiscal
Year.  The fiscal year of the Company shall be as provided by a
resolution adopted by the Board of Directors.


      
        
           


        

        
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      7.7.           Facsimile
Signatures.  In addition to the provisions for the use of
facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any director or officer of the Company may be used
whenever and as authorized by the Board of Directors.

      


      7.8.           Reliance upon Books, Reports
and Records.  Each director and each member of any committee
designated by the Board of Directors shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or reports
made to the Company by any of its officers, or by an independent certified
public accountant, or by an appraiser selected with reasonable care by the Board
of Directors or by any such committee, or in relying in good faith upon other
records of the Company.

      


      ARTICLE
VIII

      Adoption
of Bylaws

      


      8.1.           Adoption.  These
Bylaws were adopted by the Board of Directors as of January 23,
2008.

       

       

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