---

EXHIBIT 3.3

AMENDED AND RESTATED BYLAWS

OF

SOMBRIO CAPITAL CORP.

(A NEVADA CORPORATION)

---

ARTICLE I

OFFICES

Section
1. Registered Office. The registered
office of SOMBRIO CAPITAL CORP.(the Corporation) shall be in the 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.

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.

(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 reelection 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

2

---

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 Board of 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.

(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; provided however, that upon the Corporations shares of common stock
becoming listed on any national securities exchange or quoted on the automated
quotation system of a national securities association, the holder or holders of
not less than thirty-three and one-third percent (33 1/3%) 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,

3

---

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 and broker non-votes, 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 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 and broker
non-votes. 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.

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 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.
A     ction 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

4

---

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 the majority
of directors present at the meeting (if no director is present, by any one
officer present at the meeting), 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 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 until the next annual
meeting of the stockholders of the Corporation 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

5

---

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 not less than two-thirds (2/3) of the outstanding shares of

the Corporation then entitled to vote, with or without cause;
or

(b) ****the affirmative 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 may 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
entire Board of Directors, 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

6

---

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.

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 directors
then in office 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.

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 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

7

---

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 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
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
Directors. 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

8

---

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 incidental to his position 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 interim Chief Executive Officer of
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 Treasurer.**The Treasurer shall deposit all moneys and other
valuables in the name, and to the credit, of the Corporation, with such
depositories as may be determined by the Treasurer. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Board of Directors or
permitted by the Chief Executive Officer or Chief Financial Officer, shall
render to the Chief Executive Officer, the Chief Financial Officer and the Board
of Directors, whenever they request it, an account of all transactions and shall
have such other powers and perform such other duties as may be prescribed by the
Board of Directors or these Bylaws or permitted by the Chief Executive Officer
or Chief Financial Officer. The Assistant Treasurer or Treasurers, in the order
of their seniority, shall perform the duties and exercise the powers of the
Treasurer and perform such duties as the Chief Executive Officer or the Chief
Financial Officer shall prescribe in the case of death or total and permanent
disability of the Treasurer.

9

---

(g) **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.

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
requiring 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.

10

---

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.

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 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 Chapter 78 of the Nevada Revised Statutes.

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

11

---

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 fixed, 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.

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.

12

---

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) **Discretionary Indemnification.**The Corporation may indemnify to the
fullest extent permitted by law any person (the Indemnitee) made or threatened
to be made a party to any proceeding, by reason of the fact that he or she is or
was a director, officer, employee or agent of the Corporation or is or was
serving as a director, officer, employee or agent of another entity at the
request of the Corporation or any predecessor of the Corporation against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses that he or she incurs in connection with such proceeding;
provided that such indemnification may only be made if the Indemnitee is not
liable under Section 78.138 of Chapter 78 of the Nevada Revised Statutes or is
determined to have acted in good faith and in a manner which the Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Corporation (and with respect to any criminal proceeding, the Indemnitee had no
reasonable cause to believe his or her conduct was unlawful).

(b) **Mandatory Indemnification.**To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any proceeding referred to in subsection (a), or in
defense of any claim, issue or matter therein, the Corporation shall indemnify
him or her against expenses actually incurred in connection with the
defense.

(c) **Advancement of Expenses.**The Corporation will, from time to time,
reimburse or advance to any Indemnitee the funds necessary for payment of
expenses incurred in connection with defending any proceeding for which he or
she is indemnified by the Corporation, in advance of the final disposition of
such proceeding; provided that the Corporation has received the undertaking of
such director or officer to repay any such amount so advanced if it is
ultimately determined by a final and unappealable judicial decision that the
director or officer is not entitled to be indemnified for such expenses.

(d) **Authorization.**Any discretionary indemnification pursuant to subsection
(a), unless ordered by a court or advanced pursuant to subsection (c), may be
made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee or agent
is proper in the circumstances. The determination must be made (i) by the
stockholders; (ii) by the Board of Directors by majority vote of a quorum
consisting of directors who were not parties to the proceeding; (iii) if a
majority vote of a quorum consisting of directors who were not parties to the
proceeding so orders, by independent legal counsel in a written opinion; or (iv)
if a quorum consisting of directors who were not parties to the proceeding
cannot be obtained, by independent legal counsel in a written opinion.

13

---



(e) **Inurement.**The right to indemnification will inure whether or not the
claim asserted is based on matters that predate the adoption of this Article XI,
will continue as to an Indemnitee who has ceased to hold the position by virtue
of which he or she was entitled to indemnification, and will inure to the
benefit of his or her heirs and personal representatives.

(f) **Other Sources.**The Corporations obligation, if any, to indemnify or to
advance expenses to any Indemnitee who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or other entity will be reduced by any amount such
Indemnitee may collect as indemnification or advancement of expenses from such
other entity.

(g) **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 Chapter 78 of the Nevada Revised Statutes.

(h) **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.

(i)****
Insurance.To the fullest extent permitted by Chapter 78 of the Nevada
Revised Statutes, 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.

(j)****
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 Indemnitee.

(k) **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 Indemnitee 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.

****(l) **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 (whether or not by or in the right of the Corporation).

****(ii) ****The term "expenses"
shall be broadly construed and shall include, without limitation, court costs,
attorneys' fees and disbursements, 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 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

14

---

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," "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, 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 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

15

---

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
required 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 Chapter 78
of the Nevada Revised Statutes, 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 further 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 such as to require the filing of a certificate under any
provision of Chapter 78 of the Nevada Revised Statutes, 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.

16

---



DECLARED AS THE BY-LAWS OF SOMBRIO CAPITAL CORP. OF THE 12thDAY OF JULY, 2007.

|Signature of Officer: | /s/ Derek Page | 
|--------------------- | -------------- | 
|                      |                | 
|Name of Officer:      | Derek Page     | 
|                      |                | 
|Position of Officer:  | President      | 

17

---