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EXHIBIT 3.3

|AMENDED AND RESTATED BYLAWS
|---------------------------
|                           
|OF                         
|                           
|AUROR CAPITAL CORP.        
|                           
|(A NEVADA CORPORATION)     
|                           
|                           
|ARTICLE I                  
|                           
|OFFICES                    

Section
  1. Registered Office. The registered office of AUROR CAPITAL CORP.(the
  Corporation) in the State of Nevada shall be in the City of Las
  Vegas, State of Nevada.

Section
  2. Other Offices.The Corporation shall also have and maintain an office
  or principal place of business at such place as may be fixed by the Board of
  Directors, and may also have offices at such other places, both within and without
  the State of Nevada as the Board of Directors may from time to time determine
  or the business of the Corporation may require.

ARTICLE II

CORPORATE SEAL

Section
  3. Corporate Seal.The corporate seal shall consist of a die bearing the
  name of the Corporation and the inscription, Corporate Seal-Nevada." Said
  seal may be used by causing it or a facsimile thereof to be impressed or affixed
  or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

Section
  4. Place of Meetings.Meetings of the stockholders of the Corporation shall
  be held at such place, either within or without the State of Nevada, as may
  be designated from time to time by the Board of Directors, or, if not so designated,
  then at the office of the Corporation required to be maintained pursuant to
  Section 2 hereof.

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Section
  5. Annual Meeting.

(a)
  The annual meeting of the stockholders of the Corporation, for the purpose of
  election of directors and for such other business as may lawfully come before
  it, shall be held on such date and at such time as may be designated from time
  to time by the Board of Directors.

(b)
  At an annual meeting of the stockholders, only such business shall be conducted
  as shall have been properly brought before the meeting. To be properly brought
  before an annual meeting, business must be: (A) specified in the notice of meeting
  (or any supplement thereto) given by or at the direction of the Board of Directors,
  (B) otherwise properly brought before the meeting by or at the direction of
  the Board of Directors, or (C) otherwise properly brought before the meeting
  by a stockholder. For business to be properly brought before an annual meeting
  by a stockholder, the stockholder must have given timely notice thereof in writing
  to the Secretary of the Corporation. To be timely, a stockholder's notice must
  be delivered to or mailed and received at the principal executive offices of
  the Corporation not later than the close of business on the sixtieth (60th)
  day nor earlier than the close of business on the ninetieth (90th) day prior
  to the first anniversary of the preceding year's annual meeting; provided, however,
  that in the event that no annual meeting was held in the previous year or the
  date of the annual meeting has been changed by more than thirty (30) days from
  the date contemplated at the time of the previous year's proxy statement, notice
  by the stockholder to be timely must be so received not earlier than the close
  of business on the ninetieth (90th) day prior to such annual meeting and not
  later than the close of business on the later of the sixtieth (60th) day prior
  to such annual meeting or, in the event public announcement of the date of such
  annual meeting is first made by the Corporation fewer than seventy (70) days
  prior to the date of such annual meeting, the close of business on the tenth
  (10th) day following the day on which public announcement of the date of such
  meeting is first made by the Corporation. A stockholder's notice to the Secretary
  shall set forth as to each matter the stockholder proposes to bring before the
  annual meeting: (i) a brief description of the business desired to be brought
  before the annual meeting and the reasons for conducting such business at the
  annual meeting, (ii) the name and address, as they appear on the Corporation's
  books, of the stockholder proposing such business, (iii) the class and number
  of shares of the Corporation which are beneficially owned by the stockholder,
  (iv) any material interest of the stockholder in such business and (v) any other
  information that is required to be provided by the stockholder pursuant to Regulation
  14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
  in his capacity as a proponent to a stockholder proposal. Notwithstanding the
  foregoing, in order to include information with respect to a stockholder proposal
  in the proxy statement and form of proxy for a stockholder's meeting, stockholders
  must provide notice as required by the regulations promulgated under the 1934
  Act. Notwithstanding anything in these Bylaws to the contrary, no business shall
  be conducted at any annual meeting except in accordance with the procedures
  set forth in this paragraph (b). The chairman of the annual meeting shall, if
  the facts warrant, determine and declare at the meeting that business was not
  properly brought before the meeting and in accordance with the provisions of
  this paragraph (b), and, if he should so determine, he shall so declare at the
  meeting that any such business not properly brought before the meeting shall
  not be transacted.

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(c)
  Only persons who are confirmed in accordance with the procedures set forth in
  this paragraph (c) shall be eligible for election as directors. Nominations
  of persons for election to the Board of Directors of the Corporation may be
  made at a meeting of stockholders by or at the direction of the Board of Directors
  or by any stockholder of the Corporation entitled to vote in the election of
  directors at the meeting who complies with the notice procedures set forth in
  this paragraph (c). Such nominations, other than those made by or at the direction
  of the Board of Directors, shall be made pursuant to timely notice in writing
  to the Secretary of the Corporation in accordance with the provisions of paragraph
  (b) of this Section 5. Such stockholder's notice shall set forth (i) as to each
  person, if any, whom the stockholder proposes to nominate for election or re-election
  as a director: (A) the name, age, business address and residence address of
  such person, (B) the principal occupation or employment of such person, (c)
  the class and number of shares of the Corporation which are beneficially owned
  by such person, (D) a description of all arrangements or understandings between
  the stockholder and each nominee and any other person or persons (naming such
  person or persons) pursuant to which the nominations are to be made by the stockholder,
  and (E) any other information relating to such person that is required to be
  disclosed in solicitations of proxies for election of directors, or is otherwise
  required, in each case pursuant to Regulation 14A under the 1934 Act (including
  without limitation such person's written consent to being named in the proxy
  statement, if any, as a nominee and to serving as a director if elected); and
  (ii) as to such stockholder giving notice, the information required to be provided
  pursuant to paragraph (b) of this Section 5. At the request of the Board of
  Directors, any person nominated by a stockholder for election as a director
  shall furnish to the Secretary of the Corporation that information required
  to be set forth in the stockholder's notice of nomination which pertains to
  the nominee. No person shall be eligible for election as a director of the Corporation
  unless nominated in accordance with the procedures set forth in this paragraph
  (c). The chairman of the meeting shall, if the facts warrant, determine and
  declare at the meeting that a nomination was not made in accordance with the
  procedures prescribed by these Bylaws, and if he should so determine, he shall
  so declare at the meeting, and the defective nomination shall be disregarded.

(d)
  For purposes of this Section 5, "public announcement" shall mean disclosure
  in a press release reported by the Dow Jones News Service, Associated Press
  or comparable national news service or in a document publicly filed by the Corporation
  with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d)
  of the Exchange Act.

Section
  6. Special Meetings.

(a)
  Special meetings of the stockholders of the Corporation may be called, for any
  purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the
  Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution
  adopted by a majority of the total number of authorized directors (whether or
  not there exist any vacancies in previously authorized directorships at the
  time any such resolution is presented to the Board of Directors for adoption),
  and shall be held at such place, on such date, and at such time as the Board
  of Directors, shall determine.

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(b)
  If a special meeting is called by any person or persons other than the Board
  of Directors, the request shall be in writing, specifying the general nature
  of the business proposed to be transacted, and shall be delivered personally
  or sent by registered mail or by telegraphic or other facsimile transmission
  to the Chairman of the Board of Directors, the Chief Executive Officer, or the
  Secretary of the Corporation. No business may be transacted at such special
  meeting otherwise than specified in such notice. The Board of Directors shall
  determine the time and place of such special meeting, which shall be held not
  less than thirty-five (35) nor more than one hundred twenty (120) days after
  the date of the receipt of the request. Upon determination of the time and place
  of the meeting, the officer receiving the request shall cause notice to be given
  to the stockholders entitled to vote, in accordance with the provisions of Section
  7 of these Bylaws. If the notice is not given within sixty (60) days after the
  receipt of the request, the person or persons requesting the meeting may set
  the time and place of the meeting and give the notice. Nothing contained in
  this paragraph (b) shall be construed as limiting, fixing, or affecting the
  time when a meeting of stockholders called by action of the Board of Directors
  may be held.

Section
  7. Notice of Meetings. Except as otherwise provided by law or the Articles
  of Incorporation, written notice of each meeting of stockholders shall be given
  not less than ten (10) nor more than sixty (60) days before the date of the
  meeting to each stockholder entitled to vote at such meeting, such notice to
  specify the place, date and hour and purpose or purposes of the meeting. Notice
  of the time, place and purpose of any meeting of stockholders may be waived
  in writing, signed by the person entitled to notice thereof, either before or
  after such meeting, and will be waived by any stockholder by his attendance
  thereat in person or by proxy, except when the stockholder 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.
  Any stockholder so waiving notice of such meeting shall be bound by the proceedings
  of any such meeting in all respects as if due notice thereof had been given.

Section
  8. Quorum.At all meetings of stockholders, except where otherwise provided
  by statute or by the Articles of Incorporation, or by these Bylaws, the presence,
  in person or by proxy duly authorized, of the holder or holders of not less
  than one percent (1%) of the outstanding shares of stock entitled to vote shall
  constitute a quorum for the transaction of business. In the absence of a quorum,
  any meeting of stockholders may be adjourned, from time to time, either by the
  chairman of the meeting or by vote of the holders of a majority of the shares
  represented thereat, but no other business shall be transacted at such meeting.
  The stockholders present at a duly called or convened meeting, at which a quorum
  is present, may continue to transact business until adjournment, notwithstanding
  the withdrawal of enough stockholders to leave less than a quorum. Except as
  otherwise provided by law, the Articles of Incorporation or these Bylaws, all
  action taken by the holders of a majority of the votes cast, excluding abstentions,
  at any meeting at which a quorum is present shall be valid and binding upon
  the Corporation; provided, however, that directors shall be elected by a plurality
  of the votes of the shares present in person or represented by proxy at the
  meeting and entitled to vote on the election of directors. Where a separate
  vote by a class or classes or series is

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required, except where otherwise provided by the statute or by
the Articles of Incorporation or these Bylaws, a majority of the outstanding
shares of such class or classes or series, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
vote on that matter and, except where otherwise provided by the statute or by
the Articles of Incorporation or these Bylaws, the affirmative vote of the
majority (plurality, in the case of the election of directors) of the votes
cast, including abstentions, by the holders of shares of such class or classes
or series shall be the act of such class or classes or series.

Section
  9. Adjournment and Notice of Adjourned Meetings.Any meeting of stockholders,
  whether annual or special, may be adjourned from time to time either by the
  chairman of the meeting or by the vote of a majority of the shares casting votes,
  excluding abstentions. When a meeting is adjourned to another time or place,
  notice need not be given of the adjourned meeting if the time and place thereof
  are announced at the meeting at which the adjournment is taken. At the adjourned
  meeting, the Corporation may transact any business which might have been transacted
  at the original meeting. If the adjournment is for more than thirty (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 meeting.

Section
  10. Voting Rights.For the purpose of determining those stockholders entitled
  to vote at any meeting of the stockholders, except as otherwise provided by
  law, only persons in whose names shares stand on the stock records of the Corporation
  on the record date, as provided in Section 12 of these Bylaws, shall be entitled
  to vote at any meeting of stockholders. Every person entitled to vote shall
  have the right to do so either in person or by an agent or agents authorized
  by a proxy granted in accordance with Nevada law. An agent so appointed need
  not be a stockholder. No proxy shall be voted after three (3) years from its
  date of creation unless the proxy provides for a longer period.

Section
  11. Joint Owners of Stock.If shares or other securities having voting power
  stand of record in the names of two (2) or more persons, whether fiduciaries,
  members of a partnership, joint tenants, tenants in common, tenants by the entirety,
  or otherwise, or if two (2) or more persons have the same fiduciary relationship
  respecting the same shares, unless the Secretary is given written notice to
  the contrary and is furnished with a copy of the instrument or order appointing
  them or creating the relationship wherein it is so provided, their acts with
  respect to voting shall have the following effect: (a) if only one (1) votes,
  his act binds all; (b) if more than one (1) votes, the act of the majority so
  voting binds all; (c) if more than one (1) votes, but the vote is evenly split
  on any particular matter, each faction may vote the securities in question proportionally,
  or may apply to the Nevada Court of Chancery for relief as provided in the General
  Corporation Law of Nevada, Section 217(b). If the instrument filed with the
  Secretary shows that any such tenancy is held in unequal interests, a majority
  or even-split for the purpose of subsection (c) shall be a majority or even-split
  in interest.

Section
  12. List of Stockholders.The Secretary shall prepare and make, at least
  ten (10) days before every meeting of stockholders, a complete list of the stockholders
  entitled to vote at said meeting, arranged in alphabetical order, showing the

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address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not specified, at the
place where the meeting is to be held. The list shall be produced and kept at
the time and place of meeting during the whole time thereof and may be inspected
by any stockholder who is present.

Section
  13. Action Without Meeting. No action shall be taken by the stockholders
  except at an annual or special meeting of stockholders called in accordance
  with these Bylaws, or by the written consent of the shareholders in accordance
  with Chapter 78 of the Nevada Revised Statutes.

Section
  14. Organization.

(a)
  At every meeting of stockholders, the Chairman of the Board of Directors, or,
  if a Chairman has not been appointed or is absent, the President, or, if the
  President is absent, a chairman of the meeting chosen by a majority in interest
  of the stockholders entitled to vote, present in person or by proxy, shall act
  as chairman. The Secretary, or, in his absence, an Assistant Secretary directed
  to do so by the President, shall act as secretary of the meeting.

(b)
  The Board of Directors of the Corporation shall be entitled to make such rules
  or regulations for the conduct of meetings of stockholders as it shall deem
  necessary, appropriate or convenient. Subject to such rules and regulations
  of the Board of Directors, if any, the chairman of the meeting shall have the
  right and authority to prescribe such rules, regulations and procedures and
  to do all such acts as, in the judgment of such chairman, are necessary, appropriate
  or convenient for the proper conduct of the meeting, including, without limitation,
  establishing an agenda or order of business for the meeting, rules and procedures
  for maintaining order at the meeting and the safety of those present, limitations
  on participation in such meeting to stockholders of record of the Corporation
  and their duly authorized and constituted proxies and such other persons as
  the chairman shall permit, restrictions on entry to the meeting after the time
  fixed for the commencement thereof, limitations on the time allotted to questions
  or comments by participants and regulation of the opening and closing of the
  polls for balloting on matters which are to be voted on by ballot. Unless and
  to the extent determined by the Board of Directors or the chairman of the meeting,
  meetings of stockholders shall not be required to be held in accordance with
  rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section
  15. Number and Qualification.The authorized number of directors of the
  Corporation shall be not less than one (1) nor more than twelve (12) as fixed
  from time

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to time by resolution of the Board of Directors;
provided that no decrease in the number of directors shall shorten the
term of any incumbent directors. Directors need not be stockholders unless so
required by the Articles of Incorporation. If for any cause, the directors shall
not have been elected at an annual meeting, they may be elected as soon
thereafter as convenient at a special meeting of the stockholders called for
that purpose in the manner provided in these Bylaws.

Section
  16. Powers. The powers of the Corporation shall be exercised, its business
  conducted and its property controlled by the Board of Directors, except as may
  be otherwise provided by statute or by the Articles of Incorporation.

Section
  17. Election and Term of Office of Directors.Members of the Board of Directors
  shall hold office for the terms specified in the Articles of Incorporation,
  as it may be amended from time to time, and until their successors have been
  elected as provided in the Articles of Incorporation.

Section
  18. Vacancies. Unless otherwise provided in the Articles of Incorporation,
  any vacancies on the Board of Directors resulting from death, resignation, disqualification,
  removal or other causes and any newly created directorships resulting from any
  increase in the number of directors, shall unless the Board of Directors determines
  by resolution that any such vacancies or newly created directorships shall be
  filled by stockholder vote, be filled only by the affirmative vote of a majority
  of the 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 director for which
  the vacancy was created or occurred and until such director's successor shall
  have been elected and qualified. A vacancy in the Board of Directors shall be
  deemed to exist under this Bylaw in the case of the death, removal or resignation
  of any director.

Section
  19. Resignation.Any director may resign at any time by delivering his written
  resignation to the Secretary, such resignation to specify whether it will be
  effective at a particular time, upon receipt by the Secretary or at the pleasure
  of the Board of Directors. If no such specification is made, it shall be deemed
  effective at the pleasure of the Board of Directors. When one or more directors
  shall resign from the Board of Directors, effective at a future date, a majority
  of the directors then in office, including those who have so resigned, shall
  have power to fill such vacancy or vacancies, the vote thereon to take effect
  when such resignation or resignations shall become effective, and each director
  so chosen shall hold office for the unexpired portion of the term of the director
  whose place shall be vacated and until his successor shall have been duly elected
  and qualified.

Section
  20. Removal.Subject to the Articles of Incorporation, any director may
  be removed by:

(a)
  the affirmative vote of the holders of a majority of the outstanding shares
  of the Corporation then entitled to vote, with or without cause; or

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(b)
  the affirmative and unanimous vote of a majority of the directors of the Corporation,
  with the exception of the vote of the directors to be removed, with or without
  cause.

Section
  21. Meetings.

(a)
  Annual Meetings.The annual meeting of the Board of Directors shall be
  held immediately after the annual meeting of stockholders and at the place where
  such meeting is held. No notice of an annual meeting of the Board of Directors
  shall be necessary and such meeting shall be held for the purpose of electing
  officers and transacting such other business as may lawfully come before it.

(b)
  Regular Meetings. Except as hereinafter otherwise provided, regular meetings
  of the Board of Directors shall be held in the office of the Corporation required
  to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by
  the Articles of Incorporation, regular meetings of the Board of Directors may
  also be held at any place within or without the state of Nevada which has been
  designated by resolution of the Board of Directors or the written consent of
  all directors.

(c)
  Special Meetings. Unless otherwise restricted by the Articles of Incorporation,
  special meetings of the Board of Directors may be held at any time and place
  within or without the State of Nevada whenever called by the Chairman of the
  Board, the President or any two of the directors.

(d)
  Telephone Meetings.Any member of the Board of Directors, or of any committee
  thereof, may participate in a meeting 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 by such means shall
  constitute presence in person at such meeting.

(e)
  Notice of Meetings.Notice of the time and place of all special meetings
  of the Board of Directors shall be orally or in writing, by telephone, facsimile,
  telegraph or telex, during normal business hours, at least twenty-four (24)
  hours before the date and time of the meeting, or sent in writing to each director
  by first class mail, charges prepaid, at least three (3) days before the date
  of the meeting. Notice of any meeting may be waived in writing at any time before
  or after the meeting and will be waived by any director by attendance thereat,
  except when the director attends the 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.

(f)
  Waiver of Notice.The transaction of all business at any meeting of the
  Board of Directors, or any committee thereof, however called or noticed, or
  wherever held, shall be as valid as though had at a meeting duly held after
  regular call and notice, if a quorum be present and if, either before or after
  the meeting, each of the directors not present shall sign a written waiver of
  notice. All such waivers shall be filed with the corporate records or made a
  part of the minutes of the meeting.

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Section
  22. Quorum and Voting.

(a)
  Unless the Articles of Incorporation requires a greater number and except with
  respect to indemnification questions arising under Section 43 hereof, for which
  a quorum shall be one-third of the exact number of directors fixed from time
  to time in accordance with the Articles of Incorporation, a quorum of the Board
  of Directors shall consist of a majority of the exact number of directors fixed
  from time to time by the Board of Directors in accordance with the Articles
  of Incorporation provided, however, at any meeting whether a quorum be present
  or otherwise, a majority of the directors present may adjourn from time to time
  until the time fixed for the next regular meeting of the Board of Directors,
  without notice other than by announcement at the meeting.

(b)
  At each meeting of the Board of Directors at which a quorum is present, all
  questions and business shall be determined by the affirmative vote of a majority
  of the directors present, unless a different vote be required by law, the Articles
  of Incorporation or these Bylaws.

Section
  23. Action Without Meeting.Unless otherwise restricted by the Articles
  of Incorporation or these Bylaws, any action required or permitted to be taken
  at any meeting of the Board of Directors or of any committee thereof may be
  taken without a meeting, if all members of the Board of Directors or committee,
  as the case may be, consent thereto in writing, and such writing or writings
  are filed with the minutes of proceedings of the Board of Directors or committee.

Section
  24. Fees and Compensation. Directors shall be entitled to such compensation
  for their services as may be approved by the Board of Directors, including,
  if so approved, by resolution of the Board of Directors, a fixed sum and expenses
  of attendance, if any, for attendance at each regular or special meeting of
  the Board of Directors and at any meeting of a committee of the Board of Directors.
  Nothing herein contained shall be construed to preclude any director from serving
  the Corporation in any other capacity as an officer, agent, employee, or otherwise
  and receiving compensation therefor.

Section
  25. Committees.

(a)
  Executive Committee.The Board of Directors may by resolution passed
  by a majority of the whole Board of Directors appoint an Executive Committee
  to consist of one (1) or more members of the Board of Directors. The Executive
  Committee, to the extent permitted by law and provided in the resolution of
  the Board of Directors shall have and may exercise all the powers and authority
  of the Board of Directors in the management of the business and affairs of the
  Corporation, including without limitation the power or authority to declare
  a dividend, to authorize the issuance of stock and to adopt a certificate of
  ownership and merger, and may authorize the seal of the Corporation to be affixed
  to all papers which may require it; but no such committee shall have the power
  or authority in reference to amending the Articles of Incorporation (except
  that a committee may, to the extent authorized in the resolution or resolutions
  providing for the issuance of shares of stock adopted by the Board of Directors
  fix the designations and any of the preferences or

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rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation 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
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the bylaws of the Corporation.

(b)
  Other Committees.The Board of Directors may, by resolution passed by
  a majority of the whole Board of Directors, from time to time appoint such other
  committees as may be permitted by law. Such other committees appointed by the
  Board of Directors shall consist of one (1) or more members of the Board of
  Directors and shall have such powers and perform such duties as may be prescribed
  by the resolution or resolutions creating such committees, but in no event shall
  such committee have the powers denied to the Executive Committee in these Bylaws.

(c)
  Term.Each member of a committee of the Board of Directors shall serve
  a term on the committee coexistent with such member's term on the Board of Directors.
  The Board of Directors, subject to the provisions of subsections (a) or (b)
  of this Bylaw may at any time increase or decrease the number of members of
  a committee or terminate the existence of a committee. The membership of a committee
  member shall terminate on the date of his death or voluntary resignation from
  the committee or from the Board of Directors. The Board of Directors may at
  any time for any reason remove any individual committee member and the Board
  of Directors may fill any committee vacancy created by death, resignation, removal
  or increase in the number of members of the committee. The Board of Directors
  may designate one or more directors as alternate members of any committee, who
  may replace any absent or disqualified member at any meeting of the committee,
  and, in addition, in the absence or disqualification of any member of a committee,
  the member or members thereof present at any meeting and not disqualified from
  voting, whether or not he or they constitute a quorum, may unanimously appoint
  another member of the Board of Directors to act at the meeting in the place
  of any such absent or disqualified member.

(d)
  Meetings.Unless the Board of Directors shall otherwise provide, regular
  meetings of the Executive Committee or any other committee appointed pursuant
  to this Section 25 shall be held at such times and places as are determined
  by the Board of Directors, or by any such committee, and when notice thereof
  has been given to each member of such committee, no further notice of such regular
  meetings need be given thereafter. Special meetings of any such committee may
  be held at any place which has been determined from time to time by such committee,
  and may be called by any director who is a member of such committee, upon written
  notice to the members of such committee of the time and place of such special
  meeting given in the manner provided for the giving of written notice to members
  of the Board of Directors of the time and place of special meetings of the Board
  of Directors. Notice of any special meeting of any committee may be waived in
  writing at any time before or after the meeting and will be waived by any

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director by attendance thereat, except when the director
attends such special 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. A majority of the authorized number of
members of any such committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of such committee.

Section
  26. Organization.At every meeting of the directors, the Chairman of the
  Board of Directors, or, if a Chairman has not been appointed or is absent, the
  President, or if the President is absent, the most senior Vice President, or,
  in the absence of any such officer, a chairman of the meeting chosen by a majority
  of the directors present, shall preside over the meeting. The Secretary, or
  in his absence, an Assistant Secretary directed to do so by the President, shall
  act as secretary of the meeting.

ARTICLE V

OFFICERS

Section
  27. Officers Designated.The officers of the Corporation shall include,
  if and when designated by the Board of Directors, the Chairman of the Board
  of Directors, the Chief Executive Officer, the President, one or more Vice Presidents,
  the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all
  of whom shall be elected at the annual organizational meeting of the Board of
  Direction. The Board of Directors may also appoint one or more Assistant Secretaries,
  Assistant Treasurers, Assistant Controllers and such other officers and agents
  with such powers and duties as it shall deem necessary. The Board of Directors
  may assign such additional titles to one or more of the officers as it shall
  deem appropriate. Any one person may hold any number of offices of the Corporation
  at any one time unless specifically prohibited therefrom by law. The salaries
  and other compensation of the officers of the Corporation shall be fixed by
  or in the manner designated by the Board of Directors.

Section
  28. Tenure and Duties of Officers.

(a)
  General.All officers shall hold office at the pleasure of the Board
  of Directors and until their successors shall have been duly elected and qualified,
  unless sooner removed. Any officer elected or appointed by the Board of Directors
  may be removed at any time by the Board of Directors. If the office of any officer
  becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)
  Duties of Chairman of the Board of Directors.The Chairman of the Board
  of Directors, when present, shall preside at all meetings of the stockholders
  and the Board of Directors. The Chairman of the Board of Directors shall perform
  other duties commonly incident to his office and shall also perform such other
  duties and have such other powers as the Board of Directors shall designate
  from time to time. If there is no President, then the Chairman of the Board
  of Directors shall also serve as the Chief Executive Officer of

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the Corporation and shall have the powers and duties prescribed
in paragraph (c) of this Section 28.

(c)
  Duties of President.The President shall preside at all meetings of the
  stockholders and at all meetings of the Board of Directors, unless the Chairman
  of the Board of Directors has been appointed and is present. Unless some other
  officer has been elected Chief Executive Officer of the Corporation, 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. The President shall
  perform other duties commonly incident to his office and shall also perform
  such other duties and have such other powers as the Board of Directors shall
  designate from time to time.

(d)
  Duties of Vice Presidents.The Vice Presidents may assume and perform
  the duties of the President in the absence or disability of the President or
  whenever the office of President is vacant. The Vice Presidents shall perform
  other duties commonly incident to their office and shall also perform such other
  duties and have such other powers as the Board of Directors or the President
  shall designate from time to time.

(e)
  Duties of Secretary. The Secretary shall attend all meetings of the stockholders
  and of the Board of Directors and shall record all acts and proceedings thereof
  in the minute book of the Corporation. The Secretary shall give notice in conformity
  with these Bylaws of all meetings of the stockholders and of all meetings of
  the Board of Directors and any committee thereof requiring notice. The Secretary
  shall perform all other duties given him in these Bylaws and other duties commonly
  incident to his office and shall also perform such other duties and have such
  other powers as the Board of Directors shall designate from time to time. The
  President may direct any Assistant Secretary to assume and perform the duties
  of the Secretary in the absence or disability of the Secretary, and each Assistant
  Secretary shall perform other duties commonly incident to his office and shall
  also perform such other duties and have such other powers as the Board of Directors
  or the President shall designate from time to time.

(f)
  Duties of Chief Financial Officer.The Chief Financial Officer shall
  keep or cause to be kept the books of account of the Corporation in a thorough
  and proper manner and shall render statements of the financial affairs of the
  Corporation in such form and as often as required by the Board of Directors
  or the President. The Chief Financial Officer, subject to the order of the Board
  of Directors, shall have the custody of all funds and securities of the Corporation.
  The Chief Financial Officer shall perform other duties commonly incident to
  his office and shall also perform such other duties and have such other powers
  as the Board of Directors or the President shall designate from time to time.
  The President may direct the Treasurer or any Assistant Treasurer, or the Controller
  or any Assistant Controller to assume and perform the duties of the Chief Financial
  Officer in the absence or disability of the Chief Financial Officer, and each
  Treasurer and Assistant Treasurer and each Controller and Assistant Controller
  shall perform other duties commonly incident to his office and shall also perform
  such other duties and have such other powers as the Board of Directors or the
  President shall designate from time to time.

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Section
  29. Delegation of Authority.The Board of Directors may from time to time
  delegate the powers or duties of any officer to any other officer or agent,
  notwithstanding any provision hereof.

Section
  30. Resignations.Any officer may resign at any time by giving written notice
  to the Board of Directors or to the President or to the Secretary. Any such
  resignation shall be effective when received by the person or persons to whom
  such notice is given, unless a later time is specified therein, in which event
  the resignation shall become effective at such later time. Unless otherwise
  specified in such notice, the acceptance of any such resignation shall not be
  necessary to make it effective. Any resignation shall be without prejudice to
  the rights, if any, of the Corporation under any contract with the resigning
  officer.

Section
  31. Removal.Any officer may be removed from office at any time, either
  with or without cause, by the affirmative vote of a majority of the directors
  in office at the time, or by the unanimous written consent of the directors
  in office at the time, or by any committee or superior officers upon whom such
  power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF
SECURITIES OWNED BY THE CORPORATION

Section
  32. Execution of Corporate Instrument.The Board of Directors may, in its
  discretion, determine the method and designate the signatory officer or officers,
  or other person or persons, to execute on behalf of the Corporation any corporate
  instrument or document, or to sign on behalf of the Corporation the corporate
  name without limitation, or to enter into contracts on behalf of the Corporation,
  except where otherwise provided by law or these Bylaws, and such execution or
  signature shall be binding upon the Corporation.

Unless
  otherwise specifically determined by the Board of Directors or otherwise required
  by law, promissory notes, deeds of trust, mortgages 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 Chairman of the Board of Directors,
  or the President or any Vice President, and by the Secretary or Treasurer or
  any Assistant Secretary or Assistant Treasurer. All other instruments and documents
  requiting the corporate signature, but not requiring the corporate seal, may
  be executed as aforesaid or in such other manner as may be directed by the Board
  of Directors.

All
  checks and drafts drawn on banks or other depositaries on funds to the credit
  of the Corporation or in special accounts of the Corporation shall be signed
  by such person or persons as the Board of Directors shall authorize so to do.

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Unless
  authorized or ratified by the Board of Directors or within the agency power
  of an officer, 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 for any purpose or for any amount.

Section
  33. Voting of Securities Owned by the Corporation.All stock and other securities
  of other corporations owned or held by the Corporation for itself, or for other
  parties in any capacity, shall be voted, and all proxies with respect thereto
  shall be executed, by the person authorized so to do by resolution of the Board
  of Directors, or, in the absence of such authorization, by the Chairman of the
  Board of Directors, the Chief Executive Officer, the President, or any Vice
  President.

ARTICLE VII

SHARES OF STOCK

Section
  34. Form and Execution of Certificates.Certificates for the shares of stock
  of the Corporation shall be in such form as is consistent with the Articles
  of Incorporation and applicable law. Every holder of stock in the Corporation
  shall be entitled to have a certificate signed by or in the name of the Corporation
  by the Chairman of the Board of Directors, or the President or any Vice President
  and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary,
  certifying the number of shares owned by him in the Corporation. Any or all
  of the signatures on the certificate may be facsimiles. In case any officer,
  transfer agent, or registrar who has signed or whose facsimile signature has
  been placed upon a certificate shall have ceased to be such officer, transfer
  agent, or registrar before such certificate is issued, it may be issued with
  the same effect as if he were such officer, transfer agent, or registrar at
  the date of issue. Each certificate shall state upon the face or back thereof,
  in full or in summary, all of the powers, designations, preferences, and rights,
  and the limitations or restrictions of the shares authorized to be issued or
  shall, except as otherwise required by law, set forth on the face or back a
  statement that the Corporation will furnish without charge to each stockholder
  who so requests the powers, designations, preferences and relative, participating,
  optional, or other special rights of each class of stock or series thereof and
  the qualifications, limitations or restrictions of such preferences and/or rights.
  Within a reasonable time after the issuance or transfer of uncertificated stock,
  the Corporation shall send to the registered owner thereof a written notice
  containing the information required to be set forth or stated on certificates
  pursuant to this section or otherwise required by law or with respect to this
  section a statement that the Corporation will furnish without charge to each
  stockholder who so requests the powers, designations, preferences and relative
  participating, optional or other special rights of each class of stock or series
  thereof and the qualifications, limitations or restrictions of such preferences
  and/or rights. Except as otherwise expressly provided by law, the rights and
  obligations of the holders of certificates representing stock of the same class
  and series shall be identical.

Section
  35. Lost Certificates.A new certificate or certificates shall be issued
  in place of any certificate or certificates theretofore issued by the Corporation
  alleged to have

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been lost, stolen, or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. The Corporation may require, as a condition
precedent to the issuance of a new certificate or certificates, the owner of
such lost, stolen, or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the Corporation a surety bond in such form and amount as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed.

Section
  36. Transfers.

(a)
  Transfers of record of shares of stock of the Corporation shall be made only
  upon its books by the holders thereof, in person or by attorney duly authorized,
  and upon the surrender of a properly endorsed certificate or certificates for
  a like number of shares.

(b)
  The Corporation shall have power to enter into and perform any agreement with
  any number of stockholders of any one or more classes of stock of the Corporation
  to restrict the transfer of shares of stock of the Corporation of any one or
  more classes owned by such stockholders in any manner not prohibited by the
  General Corporation Law of Nevada.

Section
  37. Fixing Record Dates.

(a)
  In order that the Corporation may determine the stockholders entitled to notice
  of or to vote at any meeting of stockholders or any adjournment thereof, the
  Board of Directors may fix, in advance, a record date, which record date shall
  not precede the date upon which the resolution fixing the record date is adopted
  by the Board of Directors, and which record date shall not be more than sixty
  (60) nor less than ten (10) days before the date of such meeting. If no record
  date is fixed by the Board of Directors, the record date for determining stockholders
  entitled to notice of or to vote at a meeting of stockholders shall be at the
  close of business on the day next preceding the day on which notice is given,
  or if notice is waived, at the close of business on the day next preceding the
  day on which the meeting is held. A determination of stockholders of record
  entitled to notice of or to vote at a meeting of stockholders shall apply to
  any adjournment of the meeting; provided, however, that the Board of Directors
  may fix a new record date for the adjourned meeting.

(b)
  In order that the Corporation may determine the stockholders entitled to receive
  payment of any dividend or other distribution or allotment of any rights or
  the stockholders entitled to exercise any rights in respect of any change, conversion
  or exchange of stock, or for the purpose of any other lawful action, the Board
  of Directors may fix, in advance, a record date, which record date shall not
  precede the date upon which the resolution fixing the record date is adopted,
  and which record date shall be not more than sixty (60) days prior to such action.
  If no record date is filed, the record date for determining stockholders for
  any such purpose shall be at the close of business on the day on which the Board
  of Directors adopts the resolution relating thereto.

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Section
  38. Registered Stockholders. The Corporation shall be entitled to recognize
  the exclusive right of a person registered on its books as the owner of shares
  to receive dividends, and to vote as such owner, and 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 Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section
  39. Execution of Other Securities.All bonds, debentures and other corporate
  securities of the Corporation, other than stock certificates (covered in Section
  34), may be signed by the Chairman of the Board of Directors, the President
  or any Vice President, or such other person as may be authorized by the Board
  of Directors, and the corporate seal impressed thereon or a facsimile of such
  seal imprinted thereon and attested by the signature of the Secretary or an
  Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant
  Treasurer; provided, however, that where any such bond, debenture or other corporate
  security shall be authenticated by the manual signature, or where permissible
  facsimile signature, of a trustee under an indenture pursuant to which such
  bond, debenture or other corporate security shall be issued, the signatures
  of the persons signing and attesting the corporate seal on such bond, debenture
  or other corporate security may be the imprinted facsimile of the signatures
  of such persons. Interest coupons appertaining to any such bond, debenture or
  other corporate security, authenticated by a trustee as aforesaid, shall be
  signed by the Treasurer or an Assistant Treasurer of the Corporation or such
  other person as may be authorized by the Board of Directors, or bear imprinted
  thereon the facsimile signature of such person. In case any officer who shall
  have signed or attested any bond, debenture or other corporate security, or
  whose facsimile signature shall appear thereon or on any such interest coupon,
  shall have ceased to be such officer before the bond, debenture or other corporate
  security so signed or attested shall have been delivered, such bond, debenture
  or other corporate security nevertheless may be adopted by the Corporation and
  issued and delivered as though the person who signed the same or whose facsimile
  signature shall have been used thereon had not ceased to be such officer of
  the Corporation.

ARTICLE IX

DIVIDENDS

Section
  40. Declaration of Dividends.Dividends upon the capital stock of the Corporation,
  subject to the provisions of the Articles of Incorporation, if any, may be declared
  by the Board of Directors pursuant to law at any regular or special meeting.
  Dividends may be paid in cash, in property, or in shares of the capital stock,
  subject to the provisions of the Articles of Incorporation.

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Section
  41. Dividend Reserve.Before payment of any dividend, there may be set aside
  out of any funds of the Corporation available for dividends such sum or sums
  as the Board of Directors from time to time, in their absolute discretion, think
  proper as a reserve or reserves to meet contingencies, or for equalizing dividends,
  or for repairing or maintaining any property of the Corporation, or for such
  other purpose as the Board of Directors shall think conducive to the interests
  of the Corporation, and the Board of Directors may modify or abolish any such
  reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section
  42. Fiscal Year.The fiscal year of the Corporation shall be fixed by resolution
  of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Section
  43. Indemnification of Directors, Executive Officers, Other Officers, Employees
  and Other Agents.

(a)
  Directors Officers.The Corporation shall indemnify its directors and
  officers to the fullest extent not prohibited by the Nevada General Corporation
  Law; provided, however, that the Corporation may modify the extent of such indemnification
  by individual contracts with its directors and officers; and, provided, further,
  that the Corporation shall not be required to indemnify any director or officer
  in connection with any proceeding (or part thereof) initiated by such person
  unless (i) such indemnification is expressly required to be made by law, (ii)
  the proceeding was authorized by the Board of Directors of the Corporation,
  (iii) such indemnification is provided by the Corporation, in its sole discretion,
  pursuant to the powers vested in the Corporation under the Nevada General Corporation
  Law or (iv) such indemnification is required to be made under subsection (d).

(b)
  Employees and Other Agents.The Corporation shall have power to indemnify
  its employees and other agents as set forth in the Nevada General Corporation
  Law.

(c)
  Expense.The Corporation shall advance to any person who was or is a
  party or is threatened to be made a party to any threatened, pending or completed
  action, suit or proceeding, whether civil, criminal, administrative or investigative,
  by reason of the fact that he is or was a director or officer, of the Corporation,
  or is or was serving at the request of the Corporation as a director or executive
  officer of another corporation, partnership, joint venture, trust or other enterprise,
  prior to the final disposition of the proceeding, promptly following request
  therefor, all expenses incurred by any director or

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officer in connection with such proceeding upon receipt of an
undertaking by or on behalf of such person to repay said mounts if it should be
determined ultimately that such person is not entitled to be indemnified under
this Bylaw or otherwise.

Notwithstanding
  the foregoing, unless otherwise determined pursuant to paragraph (e) of this
  Bylaw, no advance shall be made by the Corporation to an officer of the Corporation
  (except by reason of the fact that such officer is or was a director of the
  Corporation in which event this paragraph shall not apply) in any action, suit
  or proceeding, whether civil, criminal, administrative or investigative, if
  a determination is reasonably and promptly made (i) by the Board of Directors
  by a majority vote of a quorum consisting of directors who were not parties
  to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable,
  a quorum of disinterested directors so directs, by independent legal counsel
  in a written opinion, that the facts known to the decision-making party at the
  time such determination is made demonstrate clearly and convincingly that such
  person acted in bad faith or in a manner that such person did not believe to
  be in or not opposed to the best interests of the Corporation.

(d)
  Enforcement.Without the necessity of entering into an express contract,
  all rights to indemnification and advances to directors and officers under this
  Bylaw shall be deemed to be contractual rights and be effective to the same
  extent and as if provided for in a contract between the Corporation and the
  director or officer. Any right to indemnification or advances granted by this
  Bylaw to a director or officer shall be enforceable by or on behalf of the person
  holding such right in any court of competent jurisdiction if (i) the claim for
  indemnification or advances is denied, in whole or in part, or (ii) no disposition
  of such claim is made within ninety (90) days of request therefor. The claimant
  in such enforcement action, if successful in whole or in part, shall be entitled
  to be paid also the expense of prosecuting his claim. In connection with any
  claim for indemnification, the Corporation shall be entitled to raise as a defense
  to any such action that the claimant has not met the standard of conduct that
  make it permissible under the Nevada General Corporation Law for the Corporation
  to indemnify the claimant for the amount claimed. In connection with any claim
  by an officer of the Corporation (except in any action, suit or proceeding,
  whether civil, criminal, administrative or investigative, by reason of the fact
  that such officer is or was a director of the Corporation) for advances, the
  Corporation shall be entitled to raise a defense as to any such action clear
  and convincing evidence that such person acted in bad faith or in a manner that
  such person did not believe to be in or not opposed in the best interests of
  the Corporation, or with respect to any criminal action or proceeding that such
  person acted without reasonable cause to believe that his conduct was lawful.
  Neither the failure of the Corporation (including its Board of Directors, independent
  legal counsel or its stockholders) to have made a determination prior to the
  commencement of such action that indemnification of the claimant is proper in
  the circumstances because he has met the applicable standard of conduct set
  forth in the Nevada General Corporation Law, nor an actual determination by
  the Corporation (including its Board of Directors, independent legal counsel
  or its stockholders) that the claimant has not met such applicable standard
  of conduct, shall be a defense to the action or create a presumption that claimant
  has not met the applicable standard of conduct. In any suit brought by a director
  or officer to enforce a right to indemnification or to an advancement of expenses
  hereunder, the burden of proving that

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the director or officer is not entitled to be indemnified, or
to such advancement of expenses, under this Article XI or otherwise shall be on
the Corporation.

(e)
  Non-Exclusivity of Rights.The rights conferred on any person by this
  Bylaw shall not be exclusive of any other right which such person may have or
  hereafter acquire under any statute, provision of the Articles of Incorporation,
  Bylaws, agreement, vote of stockholders or disinterested directors or otherwise,
  both as to action in his official capacity and as to action in another capacity
  while holding office. The Corporation is specifically authorized to enter into
  individual contracts with any or all of its directors, officers, employees or
  agents respecting indemnification and advances, to the fullest extent not prohibited
  by the Nevada General Corporation Law.

(f)
  Survival of Rights.The rights conferred on any person by this Bylaw
  shall continue as to a person who has ceased to be a director, officer, employee
  or other agent and shall inure to the benefit of the heirs, executors and administrators
  of such a person.

(g)
  Insurance.To the fullest extent permitted by the Nevada General Corporation
  Law, the Corporation, upon approval by the Board of Directors, may purchase
  insurance on behalf of any person required or permitted to be indemnified pursuant
  to this Bylaw.

(h)
  Amendments. Any repeal or modification of this Bylaw shall only be prospective
  and shall not affect the rights under this Bylaw in effect at the time of the
  alleged occurrence of any action or omission to act that is the cause of any
  proceeding against any agent of the Corporation.

(i)
  Saving Clause.If this Bylaw or any portion hereof shall be invalidated
  on any ground by any court of competent jurisdiction, then the Corporation shall
  nevertheless indemnify each director and officer to the full extent not prohibited
  by any applicable portion of this Bylaw that shall not have been invalidated,
  or by any other applicable law.

(j)
  Certain Definitions.For the purposes of this Bylaw, the following definitions
  shall apply:

(i)
  The term "proceeding" shall be broadly construed and shall include, without
  limitation, the investigation, preparation, prosecution, defense, settlement,
  arbitration and appeal of, and the giving of testimony in, any threatened, pending
  or completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative.

(ii)
  The term "expenses" shall be broadly construed and shall include, without limitation,
  court costs, attorneys' fees, witness fees, fines, amounts paid in settlement
  or judgment and any other costs and expenses of any nature or kind incurred
  in connection with any proceeding.

(iii)
  The term the "Corporation" shall include, in addition to the resulting Corporation,
  any constituent corporation (including any constituent of a constituent) absorbed
  in a consolidation or merger which, if its separate existence had

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continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent or another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Bylaw with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

(iv)
  References to a "director," "executive officer," "officer," "employee," or "agent"
  of the Corporation shall include, without limitation, situations where such
  person is serving at the request of the Corporation as, respectively, a director,
  executive officer, officer, employee, trustee or agent of another corporation,
  partnership, joint venture, trust or other enterprise.

(v)
  References to "other enterprises" shall include employee benefit plans; references
  to "fines" shall include any excise taxes assessed on a person with respect
  to an employee benefit plan; and references to "serving at the request of the
  Corporation" shall include any service as a director, officer, employee or agent
  of the Corporation which imposes duties on, or involves services by, such director,
  officer, employee, or agent with respect to an employee benefit plan, its participants,
  or beneficiaries; and a person who acted in good faith and in a manner he reasonably
  believed to be in the interest of the participants and beneficiaries of an employee
  benefit plan shall be deemed to have acted in a manner "not opposed to the best
  interests of the Corporation" as referred to in this Bylaw.

ARTICLE XII

NOTICES

Section
  44. Notices.

(a)
  Notice to Stockholders.Whenever, under any provisions of these Bylaws,
  notice is required to be given to any stockholder, it shall be given in writing,
  timely and duly deposited in the United States mail, postage prepaid, and addressed
  to his last known post office address as shown by the stock record of the Corporation
  or its transfer agent.

(b)
  Notice to directors.Any notice required to be given to any director
  may be given by the method stated in subsection (a), or by facsimile, telex
  or telegram, except that such notice other than one which is delivered personally
  shall be sent to such address as such director shall have filed in writing with
  the Secretary, or, in the absence of such filing, to the last known post office
  address of such director.

(c)
  Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized
  and competent employee of the Corporation or its transfer agent appointed with
  respect to the class of stock affected, specifying the name and address or the
  names and addresses

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of the stockholder or stockholders, or director or directors,
to whom any such notice or notices was or were given, and the time and method of
giving the same, shall in the absence of fraud, be prima facie evidence of the
facts therein contained.

(d)
  Time Notices Deemed Given.All notices given by mail, as above provided,
  shall be deemed to have been given as at the time of mailing, and all notices
  given by facsimile, telex or telegram shall be deemed to have been given as
  of the sending time recorded at time of transmission.

(e)
  Methods of Notice.It shall not be necessary that the same method of
  giving notice be employed in respect of all directors, but one permissible method
  may be employed in respect of any one or more, and any other permissible method
  or methods may be employed in respect of any other or others.

(f)
  Failure to Receive Notice. The period or limitation of time within which
  any stockholder may exercise any option or right, or enjoy any privilege or
  benefit, or be required to act, or within which any director may exercise any
  power or right, or enjoy any privilege, pursuant to any notice sent him in the
  manner above provided, shall not be affected or extended in any manner by the
  failure of such stockholder or such director to receive such notice.

(g)
  Notice to Person with Whom Communication Is Unlawful.Whenever notice
  is required to be given, under any provision of law or of the Articles of Incorporation
  or Bylaws of the Corporation, to any person with whom communication is unlawful,
  the giving of such notice to such person shall not be require and there shall
  be no duty to apply to any governmental authority or agency for a license or
  permit to give such notice to such person. Any action or meeting which shall
  be taken or held without notice to any such person with whom communication is
  unlawful shall have the same force and effect as if such notice had been duly
  given. In the event that the action taken by the Corporation is such as to require
  the filing of a certificate under any provision of the Nevada General Corporation
  Law, the certificate shall state, if such is the fact and if notice is required,
  that notice was given to all persons entitled to receive notice except such
  persons with whom communication is unlawful.

(h)
  Notice to Person with Undeliverable Address. Whenever notice is required
  to be given, under any provision of law or the Articles of Incorporation or
  Bylaws of the Corporation, to any stockholder to whom (i) notice of two consecutive
  annual meetings, and all notices of meetings or of the taking of action by written
  consent without a meeting to such person during the period between such two
  consecutive annual meetings, or (ii) all, and at least two, payments (if sent
  by first class mail) of dividends or interest on securities during a twelve-month
  period, have been mailed addressed to such person at his address as shown on
  the records of the Corporation and have been returned undeliverable, the giving
  of such notice to such person shall not be required. Any action or meeting which
  shall be taken or held without notice to such person shall have the same force
  and effect as if such notice had been duly given. If any such person shall deliver
  to the Corporation a written notice setting forth his then current address,
  the requirement that notice be given to such person shall be reinstated. In
  the event that the action taken by the Corporation is

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such as to require the filing of a certificate under any
provision of the Nevada General Corporation Law, the certificate need not state
that notice was not given to persons to whom notice was not required to be given
pursuant to this paragraph.

ARTICLE XIII

AMENDMENTS

Section
  45. Amendments.

The
  Board of Directors shall have the power to adopt, amend, or repeal Bylaws.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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ARTICLE XIV

LOANS TO OFFICERS

Section
  46. Loans to Officers.Subject to compliance with applicable law, the Corporation
  may lend money to, or guarantee any obligation of, or otherwise assist any officer
  or other employee of the Corporation or of its subsidiaries, including any officer
  or employee who is a Director of the Corporation or its subsidiaries, whenever,
  in the judgment of the Board of Directors, such loan, guarantee or assistance
  may reasonably be expected to benefit the Corporation. The loan, guarantee or
  other assistance may be with or without interest and may be unsecured, or secured
  in such manner as the Board of Directors shall approve, including, without limitation,
  a pledge of shares of stock of the Corporation. Nothing in these Bylaws shall
  be deemed to deny, limit or restrict the powers of guaranty or warranty of the
  Corporation at common law or under any statute.

> 

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Declared as the By-Laws of Auror Capital Corp. of the
  12thday of July, 2007.

|Signature of Officer: | /s/ Ian MacBean
|--------------------- | ---------------
|Name of Officer:      | IAN McBEAN     
|Position of Officer:  | PRESIDENT      

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