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BYLAWS
OF
ADUDDELL INDUSTRIES, INC.




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PageARTICLE I Shareholders Meetings
    
    
    1Section 1:
    
    Annual Meeting.
    
    
    1Section 2:
    
    Special Meetings.
    
    
    1Section 3:
    
    Notice of Meetings.
    
    
    1Section 4:
    
    Quorum.
    
    
    1Section 5:
    
    Voting.
    
    
    1Section 6:
    
    List of Shareholders.
    
    
    2Section 7:
    
    Action by Written Consent of Shareholders.
    
    
    2Section 8:
    
    Order of Business.
    
    
    2ARTICLE II Directors
    
    
    2Section 1:
    
    Powers.
    
    
    2Section 2:
    
    Number.
    
    
    2Section 3:
    
    Vacancies.
    
    
    3Section 4:
    
    Place of Meetings.
    
    
    3Section 5:
    
    Regular Meetings.
    
    
    3Section 6:
    
    Special Meetings.
    
    
    3Section 7:
    
    Quorum.
    
    
    3Section 8:
    
    Presence at Meeting.
    
    
    3Section 9:
    
    Action Without Meeting.
    
    
    3Section 10:
    
    Committees of the Board.
    
    
    4Section 11:
    
    Compensation.
    
    
    4Section 12:
    
    Advisory Directors.
    
    
    4ARTICLE III Officers and Employees
    
    
    5Section 1:
    
    Election.
    
    
    5Section 2:
    
    Term, Removal and Vacancies.
    
    
    5Section 3:
    
    Chairman of the Board.
    
    
    5Section 4:
    
    Chief Executive Officer.
    
    
    5Section 5:
    
    President.
    
    
    5Section 6:
    
    Vice Presidents.
    
    
    6Section 7:
    
    Secretary.
    
    
    6Section 8:
    
    Treasurer.
    
    
    6Section 9:
    
    Divisional Officers.
    
    
    6ARTICLE IV Stock Certificates and Transfer Books
    
    
    7Section 1:
    
    Certificates.
    
    
    7Section 2:
    
    Record Ownership.
    
    
    7Section 3:
    
    Transfer Agent and Registrar.
    
    
    7Section 4:
    
    Lost Certificates.
    
    
    7




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PageSection 5:
    
    Transfer of Stock.
    
    
    7Section 6:
    
    Fixing Date for Determination of Shareholders of Record.
    
    
    8ARTICLE V General Provisions
    
    
    8Section 1:
    
    Offices.
    
    
    8Section 2:
    
    Voting of Stock.
    
    
    8Section 3:
    
    Notices.
    
    
    8Section 4:
    
    Waiver of Notice.
    
    
    8ARTICLE VI Indemnification of Officers, Directors Employees and Agents
    
    
    9Section 1:
    
    Actions Other than in the Right of the Corporation.
    
    
    9Section 2:
    
    Actions by or in the Right of the Corporation.
    
    
    9Section 3:
    
    Advancement of Expenses.
    
    
    9Section 4:
    
    Insurance.
    
    
    9Section 5:
    
    Indemnification Required.
    
    
    10Section 6:
    
    Entitlement; Nonexclusivity.
    
    
    10ARTICLE VII Amendments
    
    
    10




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Shareholders Meetings
 Section 1: Annual Meeting.
 Section 2: Special Meetings.
 Section 3: Notice of Meetings.
  Section 4: Quorum.
 Section 5: Voting.




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Section 6: List of Shareholders.
 Section 7: Action by Written Consent of Shareholders.
 Section 8: Order of Business.
  Directors
 Section 1: Powers.
 Section 2: Number.
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Section 3: Vacancies.
 Section 4: Place of Meetings.
 Section 5: Regular Meetings.
 Section 6: Special Meetings.
 Section 7: Quorum.
 Section 8: Presence at Meeting.
 Section 9: Action Without Meeting.
 -3-




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Section 10: Committees of the Board.
 Section 11: Compensation.
 Section 12: Advisory Directors.
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Officers and Employees
 Section 1: Election.
 Section 2: Term, Removal and Vacancies.
 Section 3: Chairman of the Board.
 Section 4: Chief Executive Officer.
 Section 5: President.
 -5-




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Section 6: Vice Presidents.
 Section 7: Secretary.
 Section 8: Treasurer.
 Section 9: Divisional Officers.
 Section 10: Delegation of Duties -6-
        Stock Certificates and Transfer Books
 Section 1: Certificates.
  Section 2: Record Ownership.
 Section 3: Transfer Agent and Registrar.
 Section 4: Lost Certificates.
 Section 5: Transfer of Stock.
 -7-




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Section 6: Fixing Date for Determination of Shareholders of Record.
    General Provisions
 Section 1: Offices.
 Section 2: Voting of Stock.
 Section 3: Notices.
 Section 4: Waiver of Notice.
 -8-




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Indemnification of Officers, Directors
 Employees and Agents
 Section 1: Actions Other than in the Right of the Corporation.
 Section 2: Actions by or in the Right of the Corporation.
 Section 3: Advancement of Expenses.
 Section 4: Insurance.
 -9-




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Section 5: Indemnification Required.
 Section 6: Entitlement; Nonexclusivity.
  Amendments
  -10-