**EXHIBIT 1.5**

 

**BY-LAWS,AS AMENDED,OFSUPERIOR NETWORKS, INC.**

 

**(A NEVADA CORPORATION)**

 

**ARTICLE I**

 

**OFFICES**

 

**Section 1. Registered Office.**  The registered office of the corporation in the State of Nevadashall be in the City of Las Vegas, State of Nevada.

 

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

 

**ARTICLE II**

 

**CORPORATE SEAL**

 

**Section 3. Corporate Seal. **Thecorporate seal shall consist of a die bearing the name of the corporation andinscription, “Corporate Seal-Nevada.” Said seal may be used by causing it or a facsimile thereof to beimpressed or affixed or reproduced or otherwise.

 

**ARTICLE III**

 

**STOCKHOLDERS’ MEETINGS**

 

**Section 4. Place of Meetings. **Meetingsof the stockholders of the corporation shall be held at such place, eitherwithin or without the State of Nevada, as may be designated from time to timeby the Board of Directors, or, if not so designated, then at the office of thecorporation required to be maintained pursuant to Section 2 hereof.

 

**Section 5. Annual Meeting.**

 

(a)           The annual meeting of thestockholders of the corporation, for the purpose of election of directors andfor such other business as may lawfully come before it, shall be held on suchdate and at such time as may be designated from time to time by the Board ofDirectors.

 

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(b)           At an annual meeting of thestockholders, only such business shall be conducted as shall have been properlybrought before the meeting.  To beproperly brought before an annual meeting, business must be: (A) specified inthe notice of meeting (or any supplement thereto) given by or at the directionof the Board of Directors, (B) otherwise properly brought before the meeting byor at the direction of the Board of Directors, or (C) otherwise properlybrought before the meeting by a stockholder. For business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writing tothe Secretary of the corporation.  To betimely, a stockholder’s notice must be delivered to or mailed and received atthe principal executive offices of the corporation not later than the close ofbusiness on the sixtieth (60th) day nor earlier than the close of business ofthe ninetieth (90th) day prior to the first anniversary of the preceding year’sannual meeting; provided, however, that in the event that no annual meeting washeld in the previous year or the date of the annual meeting has been changed bymore than thirty (30) days from the date contemplated at the time of theprevious year’s proxy statement, notice by the stockholder to be timely must beso received not earlier than the close of business on the ninetieth (90th) dayprior to such annual meeting and not later than the close of business on thelater of the sixtieth (60th) day prior to such annual meeting or, in the eventpublic announcement of the date of such annual meeting is first made by thecorporation fewer than seventy (70) days prior to the date of such annualmeeting, the close of business on the tenth (10th) day following the day onwhich public announcement of the date of such meeting is first made by thecorporation.  A stockholder’s notice tothe Secretary shall set forth as to each matter the stockholder proposes tobring before the annual meeting: (i) a brief description of the businessdesired to be brought before the annual meeting and the reasons for conductingsuch business at the annual meeting, (ii) the name and address, as they appearon the corporation’s books, of the stockholder proposing such business, (iii)the class and number of *shares* ofthe corporation which are beneficially owned by the stockholder, (iv) anymaterial interest of the stockholder in such business and (v) any otherinformation that is required to be provided by the stockholder pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (the “1934Act”), in his capacity as a proponent to a stockholder proposal.  Notwithstanding the foregoing, in order toinclude information with respect to a stockholder proposal in the proxystatement and form of proxy for a stockholder’s meeting, stockholders mustprovide notice as required by the regulations promulgated under the 1934 Act.  Notwithstanding anything in these Bylaws tothe contrary, no business shall be conducted at any annual meeting except inaccordance with the procedures set forth in this paragraph (b).  The chairman of the annual meeting shall, ifthe facts warrant, determine and declare at the meeting that business was notproperly brought before the meeting and in accordance with the provisions ofthis paragraph (b), and, if he should so determine, he shall so declare at themeeting that any such business not properly brought before the meeting shallnot be transacted.

 

(c)           Only persons who are confirmed inaccordance with the procedures set forth in this paragraph (c) shall beeligible for election as directors. Nominations of persons for election to the Board of Directors of thecorporation may be made at a meeting of stockholders by or at the direction ofthe Board of Directors or by any stockholder of the corporation entitled tovote in the election of directors at the meeting who complies with the noticeprocedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of theBoard of Directors, shall be made pursuant to timely notice in writing to theSecretary of the corporation in accordance with the provisions of paragraph (b)of this Section 5.  Such stockholder’snotice shall set forth (i) as to each

 

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person, if any, whom thestockholder proposes to nominate for election or re-election as a director: (A)the name, age, business address and residence address of such person, (B) theprincipal occupation or employment of such person, (c) the class and number ofshares of the corporation which are beneficially owned by such person, (D) adescription of all arrangements or understandings between the stockholder andeach 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 disclosedin solicitations of proxies for election of directors, or is otherwiserequired, in each case pursuant to Regulation 14A under the 1934 Act (includingwithout limitation such person’s written consent to being named in the proxystatement, 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 beprovided pursuant to paragraph (b) of this Section 5.  At the request of the Board of Directors, any person nominated bya stockholder for election as a director shall furnish to the *Secretary* of the corporation thatinformation required to be set forth in the stockholder’s notice of nominationwhich pertains to the nominee.  Noperson shall be eligible for election as a director of the corporation unlessnominated 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 nominationwas not made in accordance with the procedures prescribed by these Bylaws, andif he should so determine, he shall so declare at the meeting, and thedefective nomination shall be disregarded.

 

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

 

**Section 6. Special Meetings.**

 

(a)           Special meetings of the stockholdersof the corporation may be called, for any purpose or purposes, by (i) theChairman 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 thetotal number of authorized directors (whether or not there exist any vacanciesin previously authorized directorships at the time any such resolution ispresented to the Board of Directors for adoption), and shall be held at suchplace, on such date, and at such time as the Board of Directors, shalldetermine.

 

(b)           If a special meeting is called by anyperson or persons other than the Board of Directors, the request shall be inwriting, specifying the general nature of the business proposed to betransacted, and shall be delivered personally or sent by registered mail or bytelegraphic or other facsimile transmission to the Chairman of the Board ofDirectors, the Chief Executive Officer, or the Secretary of the corporation.  No business may be transacted at suchspecial meeting otherwise than specified in such notice.  The Board of Directors shall determine thetime and place of such special meeting, which shall be held not less thanthirty-five (35) nor more than one hundred twenty (120) days after the date ofthe receipt of the request.  Upondetermination of the time and place of the meeting, the officer receiving therequest shall cause notice to be given to the stockholders entitled to vote, inaccordance 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 themeeting may set the time and place of the meeting and give the notice.  Noting contained in this paragraph

 

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(b) shall be construed aslimiting, fixing, or affecting the time when a meeting of stockholders calledby action of the Board of Directors may be held.

 

**Section 7. Notice of Meetings.**  Except as otherwise provided by law or the Articles ofIncorporation, written notice of each meeting of stockholders shall be givennot less than ten (10) nor more than sixty (60) days before the date of themeeting to each stockholder entitled to vote at such meeting, such notice tospecify the place, date and hour and purpose or purposes of the meeting.  Notice of the time, place and purpose of anymeeting of stockholders may be waived in writing, signed by the person entitledto notice thereof, either before or after such meeting, and will be waived byany stockholder by his attendance thereat in person or by proxy, except whenthe stockholder attends a meeting for the express purpose of objecting, at thebeginning of the meeting, to the transaction of any business because themeeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting *shall*be bound by the proceedings of anysuch meeting in all respects as if due notice thereof had been given.

 

**Section 8. Quorum.** At all meetings of stockholders, except where otherwise provided bystatute 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 lessthan one percent (1%) of the outstanding shares of stock entitled to vote *shall* constitute a quorum for thetransaction of business.  In the absenceof 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 majorityof the shares represented thereat, but no other business shall be transacted atsuch meeting.  The stockholders presentat a duly called or convened meeting, at which a quorum is present, maycontinue to transact business until adjournment, notwithstanding the withdrawalof enough stockholders to leave less than a quorum.  Except as otherwise provided by law, the Articles ofIncorporation or these Bylaws, all action taken by the holders of a majority ofthe votes cast, excluding abstentions, at any meeting at which a quorum ispresent 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 byproxy at the meeting and entitled to vote on the election of directors.  Where a separate vote by a class or classesor series is required, except where otherwise provided by the statute or by theArticles of Incorporation or these Bylaws, a majority of the outstanding sharesof 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 onthat matter and, except where otherwise provided by the statute or by theArticles 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 orseries shall be the act of such class or classes or series.

 

**Section 9. Adjournment and Notice of Adjourned Meetings.**  Any meeting of stockholders, whether annualor special, may be adjourned from time to time either by the chairman of themeeting or by the vote of a majority of the shares casting votes, excludingabstentions.  When a meeting isadjourned to another time or place, notice need not be given of the adjournedmeeting if the time and place thereof are announced at the meeting at which theadjournment is taken.  At the adjournedmeeting, the corporation may transact any business which might have beentransacted at the original meeting.  Ifthe adjournment is for more than thirty (30) days or if after the adjournment anew record date is fixed for the adjourned meeting, a notice of the adjournedmeeting shall be

 

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given to each stockholder ofrecord entitled to vote at the meeting.

 

**Section 10. Voting Rights.** For the purpose of determining those stockholders entitled to vote atany meeting of the stockholders, except as otherwise provided by law, onlypersons in whose names shares stand on the stock records of the corporation onthe record date, *as* provided inSection 12 of these Bylaws, shall be entitled to vote at any meeting ofstockholders.  Every person entitled tovote shall have the right to do so either in person or by an agent or agentsauthorized 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 creationunless the proxy provides for a longer period.

 

**Section 11. Joint Owners of Stock.**  If shares or other securities having votingpower stand of record in the names of two (2) or more persons, whetherfiduciaries, members of a partnership, joint tenants, tenants in common,tenants by the entirety, or otherwise, or if two (2) or more persons have thesame fiduciary relationship respecting the same shares, unless the Secretary isgiven written notice to the contrary and is furnished with a copy of theinstrument or order appointing them or creating the relationship wherein it is *so* provided, their acts with respect tovoting *shall* have the followingeffect: (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 spliton any particular matter, each faction may vote the securities in questionproportionally, or may apply to the Nevada Court of Chancery for relief asprovided in the *General*Corporation Law of Nevada, Section 217(b). If the instrument filed with the Secretary shows that any such tenancyis held in unequal interests, a majority or even-split for the purpose ofsubsection (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) daysbefore every meeting of stockholders, a complete list of the stockholdersentitled to vote at said meeting, arranged in alphabetical order, showing the addressof each stockholder and the number of shares registered in the name of eachstockholder.  Such list shall be open tothe 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 tothe 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 thetime and place of meeting during the whole time thereof and may be inspected byany stockholder who is present.

 

**Section 13. Action Without Meeting.**  No action shall be taken by the stockholdersexcept at an annual or special meeting of stockholders called in accordancewith these Bylaws, or by the written consent of all stockholders.

 

**Section 14. Organization.**

 

(a)           At every meeting of stockholders, theChairman of the Board of Directors, or, if a Chairman has not been appointed oris absent, the President, or, if the President is absent, a chairman of themeeting chosen by a majority in interest of the stockholders entitled to vote,present in person

 

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or by proxy, shall act aschairman.  The Secretary, or, in hisabsence, an Assistant Secretary directed to do so by the President, shall actas secretary of the meeting.

 

(b)           The Board of Directors of thecorporation shall be entitled to make such rules or regulations for the conductof meetings of stockholders as it shall deem necessary, appropriate orconvenient.  Subject to such rules andregulations of the Board of Directors, if any, the chairman of the meetingshall have the right and authority to prescribe such rules, regulations and proceduresand 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 themeeting, rules and procedures for maintaining order at the meeting and the *safety* of those present, limitations onparticipation in such meeting to stockholders of record of the corporation andtheir duly authorized and constituted proxies and such other persons as thechairman shall permit, restrictions on entry to the meeting after the timefixed for the commencement thereof, limitations on the time allotted toquestions or comments by participants and regulation of the opening and closingof the polls for balloting on matters which are to be voted on by ballot.  Unless and to the extent determined by theBoard of Directors or the chairman of the meeting, meetings of stockholdersshall not be required to be held in accordance with rules of parliamentaryprocedure.

 

**ARTICLE IV**

 

**DIRECTORS**

 

**Section 15. Number and Qualification.**  The authorized number of directors of thecorporation shall be not less than one (1) nor more than twelve (12) as fixedfrom time to time by resolution of the Board of Directors; provided thatno decrease in the number of directors shall shorten the term of any incumbentdirectors.  Directors need not bestockholders 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 soonthereafter as convenient at a special meeting of the stockholders called forthat 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 Boardof Directors, except as may be otherwise provided by statute or by the Articlesof Incorporation.

 

**Section 17. Election and Term of Office of Directors.**  Members of the Board of Directors shall holdoffice for the terms specified in the Articles of Incorporation, as it may beamended from time to time, and until their successors have been elected asprovided in the Articles of Incorporation.

 

**Section 18. Vacancies.** Unless otherwise provided in the Articles of Incorporation, anyvacancies on the Board of Directors resulting from death, resignation,disqualification, removal or other causes and any newly created directorshipsresulting from any increase in the number of directors, shall unless the Boardof Directors determines by resolution that any such vacancies or newly createddirectorships shall be filled by stockholder vote, be filled only by theaffirmative vote

 

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of a majority of the directorsthen in office, even though less than a quorum of the Board of Directors. Anydirector elected in accordance with the preceding sentence *shall* hold office for the remainder of thefull term of the director for which the vacancy was created or occurred anduntil such director’s successor shall have been elected and qualified.  A vacancy in the Board of Directors shall bedeemed to exist under this Bylaw in the case of the death, removal orresignation of any director.

 

**Section 19. Resignation.** Any director may resign at any time by delivering his writtenresignation to the Secretary, such resignation to specify whether it will beeffective at a particular time, upon receipt by the Secretary or at thepleasure of the Board of Directors.  Ifno such specification is made, it shall be deemed effective at the pleasure ofthe Board of Directors.  When one ormore directors shall resign from the Board of Directors, effective at a futuredate, a majority of the directors then in office, including those who have soresigned, shall have power to fill such vacancy *or* vacancies, the vote thereon to take effect when suchresignation or resignations shall become effective, and *each* director so chosen shall hold officefor the unexpired portion of the term of the director whose place shall be vacatedand until his successor *shall*have been duly elected and qualified.

 

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

 

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

 

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

 

**Section 21.  Meetings.**

 

(a)           Annual Meetings.  The annual meeting of the Board of Directorsshall be held immediately after the annual meeting of stockholders and at theplace where such meeting is held.  Nonotice of an annual meeting of the Board of Directors shall be necessary andsuch meeting shall be held for the purpose of electing officers and transactingsuch 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 thecorporation required to be maintained pursuant to Section 2 hereof.  Unless otherwise restricted by the Articlesof Incorporation, regular meetings of the Board of Directors may also be heldat any place within or without the state of Nevada which has been designated byresolution of the Board of Directors or the written consent of all directors.

 

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

 

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(d)           Telephone Meetings.  Any member of the Board of Directors, or ofany committee thereof, may participate in a meeting by means of conferencetelephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in a meetingby such means shall constitute presence in person at such meeting.

 

(e)           Notice of Meetings.  Notice of the time and place of all specialmeetings of the Board of Directors *shall*be orally or in writing, by telephone, facsimile, telegraph or telex, duringnormal business hours, at least twenty-four (24) hours before the date and timeof 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 inwriting at any time before or after the meeting and will be waived by anydirector by attendance thereat, except when the director attends the meetingfor the express purpose of objecting, at the beginning of the meeting, to thetransaction of any business because the meeting is not lawfully called orconvened.

 

(f)            Waiver of Notice.  The transaction of all business at anymeeting of the Board of Directors, or any committee thereof, however called ornoticed, or wherever held, shall be as valid as though had at a meeting dulyheld after regular call and notice, if a quorum be present and if, eitherbefore or after the meeting, each of the directors not present shall sign awritten waiver of notice.  All suchwaivers shall be filed with the corporate records or made a part of the minutesof the meeting.

 

**Section 22. Quorum and Voting.**

 

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

 

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

 

**Section 23. Action Without Meeting.**  Unless otherwise restricted by the Articlesof Incorporation or these Bylaws, any action required or permitted to be takenat any meeting of the Board of Directors or of any committee thereof may betaken 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 writingsare filed with the minutes of proceedings of the Board of Directors orcommittee.

 

**Section 24. Fees and Compensation.** Directors shall beentitled to such compensation for their services as may be approved by theBoard of Directors, including, if so approved, by resolution of the Board ofDirectors, a fixed sum and expenses of attendance, if any, for attendance at

 

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each regular or special meetingof the Board of Directors and at any meeting of a committee of the Board ofDirectors.  Nothing herein containedshall be construed to preclude any director from serving the corporation in anyother capacity as an officer, agent, employee, or otherwise and receivingcompensation therefor.

 

**Section 25. Committees.**

 

(a)           Executive Committee.  The Board of Directors may by resolutionpassed by a majority of the whole Board of Directors appoint an ExecutiveCommittee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extentpermitted by law and provided in the resolution of the Board of Directors shallhave and may exercise all the powers and authority of the Board of Directors inthe management of the business and affairs of the corporation, includingwithout limitation the power or authority to declare a dividend, to authorizethe issuance of stock and to adopt a certificate of ownership and merger, andmay authorize the seal of the corporation to be affixed to all papers which mayrequire it; but no such committee shall have the power or authority inreference to amending the Articles of Incorporation (except that a committeemay, to the extent authorized in the resolution or resolutions providing forthe issuance of shares of stock adopted by the Board of Directors fix thedesignations and any of the preferences or rights of such shares relating todividends, redemption, dissolution, any distribution of assets of thecorporation or the conversion into, or the exchange of such shares for, sharesof any other class or classes or any other series of the same or any otherclass or classes of stock of the corporation or fix the number of shares of anyseries of stock or authorize the increase or decrease of the shares of anyseries), adopting an agreement of merger or consolidation, recommending to thestockholders the sale, lease or exchange of all or substantially all of thecorporation’s property and assets, recommending to the stockholders adissolution of the corporation or a revocation of a dissolution, or amendingthe bylaws of the corporation.

 

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

 

(c)           Term.  Each member of a committee of the Board of Directors shall servea term on the committee coexistent with such member’s term on the Board ofDirectors.  The Board of Directors,subject to the provisions of subsections(a) or (b) of this Bylaw may atany time increase or decrease the number of members of a Committee or terminatethe existence of a committee.  Themembership of a committee member shall terminate on the date of his death orvoluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time forany reason remove any individual committee member and the Board of Directorsmay fill any committee vacancy created by death, resignation, removal orincrease in the number of members of the committee.  The Board of Directors may designate one or more directors asalternate members of any committee, who may replace any absent or disqualifiedmember at any meeting of the committee, and, in addition, in the absence ordisqualification of any member of a committee, the member or

 

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members thereof present at anymeeting and not disqualified from voting, whether or not he or they constitutea quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in the place of any such absent or disqualified member.

 

(d)           Meetings.  Unless the Board of Directors shall otherwise provide, regularmeetings of the Executive Committee or any other committee appointed pursuantto this Section 25 shall be held at such times and places as are determined bythe Board of Directors, or by any such committee, and when notice thereof hasbeen given to each member of such committee, no further notice of such regularmeetings need to be given thereafter. Special meetings of any such committee may be held at any place whichhas been determined from time to time by such committee, and may be called byany director who is a member of such committee, upon written notice to themembers of such committee of the time and place of such special meeting givenin the manner provided for the giving of written notice to members of the Boardof Directors of the time and place of special meetings of the Board ofDirectors.  Notice of any specialmeeting of any committee may be waived in writing at anytime before or afterthe meeting and will be waived by any director by attendance thereat, exceptwhen the director attends such special meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not lawfully called or convened. A majority of theauthorized number of members of any such committee shall constitute a quorumfor the transaction of business, and the act of a majority of those present atany 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 ofDirectors, or, if a Chairman has not been appointed or is absent, thePresident, 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 amajority of the directors present, shall preside over the meeting. TheSecretary, or in his absence, an Assistant Secretary directed to do so by thePresident, shall act as secretary of the meeting.

 

**ARTICLE V**

 

**OFFICERS**

 

**Section 27. Officers Designated.**  The officers of the corporation shall include, if and whendesignated by the Board of Directors, the Chairman and the Board of Directors,the Chief Executive Officer, the President, one or more Vice Presidents, theSecretary, the Chief Financial Officer, the Treasurer, the Controller, all ofwhom shall be elected at the annual organizational meeting of the Board ofDirection.  The Board of Directors mayalso appoint one or more Assistant Secretaries, Assistant Treasures, AssistantControllers and such other officers and agents with such powers and duties asit *shall* deem necessary.  The Board of Directors may assign suchadditional titles to one or more of the officers as it shall deemappropriate.  Any one person may holdany number of offices of the corporation at any one time unless specificallyprohibited therefrom by law. The salaries and other compensation of theofficers of the corporation shall be fixed by or in the manner designated bythe Board of Directors.

 

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**Section 28. Tenure and Duties of Officers.**

 

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

 

(b)           Duties of Chairman of the Board ofDirectors.  The Chairman of the Board ofDirectors, when present, *shall*preside at all meetings of the stockholders and the Board of Directors. TheChairman of the Board of Directors shall perform other duties commonly incidentto his office and shall also perform such other duties and have such other powersas the Board of Directors shall designate from time to time.  If there is no President, then the Chairmanof the Board of Directors shall also serve as the Chief Executive Officer ofthe corporation and *shall* havethe powers and duties prescribed in paragraph (c) of this Section 28.

 

(c)           Duties of President.  The President shall preside at all meetingsof the stockholders and at all meetings of the Board of Directors, unless theChairman of the Board of Directors has been appointed and is present.  Unless some other officer has been electedChief Executive Officer of the corporation, the President shall be the chiefexecutive officer of the corporation and shall, subject to the control of theBoard of Directors, have general supervision, direction and control of thebusiness and officers of the corporation. The President shall perform other duties commonly incident to his officeand shall also perform such other duties and have such other powers as theBoard of Directors shall designate from time to time.

 

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

 

(e)           Duties of Secretary.  The Secretary shall attend all meetings ofthe stockholders and of the Board of Directors and shall record all acts andproceedings thereof  in the minute bookof the corporation.  The Secretary shallgive notice in conformity with these Bylaws of all meetings of the stockholdersand of all meetings of the Board of Directors and any committee thereofrequiring notice.  The Secretary shallperform all other duties given him in these Bylaws and other duties commonlyincident to his office and shall also perform such other duties and have suchother powers as the Board of Directors shall designate from time to time.  The President may direct any AssistantSecretary to assume and perform the duties of the Secretary in the absence ordisability of the Secretary, and each Assistant Secretary shall perform otherduties commonly incident to his office and shall also perform such other dutiesand have such other powers as the Board of Directors or the President shalldesignate from time to time.

 

(f)            Duties of Chief FinancialOfficer.  The Chief Financial Officershall keep or cause to be kept the books of account of the corporation in athorough and proper manner and shall render statements of the financial affairsof the corporation in such form and as often as required by the

 

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Board of Directors or thePresident.  The Chief Financial Officer,subject to the order of the Board of Directors, shall have the custody of allfunds and securities of the Corporation. The Chief Financial Officer *shall*perform other duties  commonly incidentto his office and shall also perform such other duties and have such otherpowers as the Board of Directors or the President shall designate from time totime.  The President may direct theTreasurer or any Assistant Treasurer, or the Controller or any AssistantController to assume and perform the duties of the Chief Financial Officer inthe absence of disability of the Chief Financial Officer, and each Treasurerand each Controller and Assistant Controller shall perform other dutiescommonly incident to his office and shall also perform such other duties andhave such other powers as the Board of Directors or the President shalldesignate from time to time.

 

**Section 29. Delegation of Authority.**  The Board of Directors may from time to timedelegate 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 anytime by giving written notice to the Boardof 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 isgiven, unless a later time is specified therein, in which event the resignation*shall* become effective at suchlater time.  Unless otherwise specifiedin such notice, the acceptance of any such resignation shall not be necessaryto make it effective.  Any resignationshall be without prejudice to the rights, if any, of the corporation under anycontract with the resigning officer.

 

**Section 31. Removal.** Any officer may be removed from office at any time, either with orwithout cause, by the affirmative vote of a majority of the directors in officeat the time, or by the unanimous written consent of the directors in office atthe time, or by any committee or superior officers upon whom such power ofremoval may have been conferred by the Board of Directors.

 

**ARTICLE VI**

 

**EXECUTION OF CORPORATE INSTRUMENTS AND VOTINGOF SECURITIES OWNED BY THE CORPORATION**

 

**Section 32.  Execution of Corporate Instrument.** TheBoard of Directors may, in its discretion, determine the method and designatethe signatory officer or officers, or other person or persons, to execute onbehalf of the corporation any corporate instrument or document, or to sign onbehalf of the corporation the corporate name without limitation, or to enterinto contracts on behalf of the corporation, except where otherwise provided bylaw or these Bylaws, and such execution or signature shall be binding upon thecorporation.

 

Unless otherwise specifically determined by the Board of Directors orotherwise required by law, promissory notes, deeds of trust, mortgages andother evidences of indebtedness of the corporation, and other corporateinstruments or documents requiring the corporate seal, and certificates ofshares of stock owned by the corporation, shall be executed, signed or endorsedby the

 

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Chairman of the Board ofDirectors, or the President or any Vice President, and by the Secretary or Treasureror any Assistant Secretary or Assistant Treasurer.  All other instruments and documents requiting the corporatesignature, but not requiring the corporate seal, may be executed as aforesaidor in such other manner as may be directed by the Board of Directors.

 

All checks anddrafts drawn on banks or other depositaries on funds to the credit of thecorporation or in special accounts of the corporation shall be signed by suchperson or persons as the Board of Directors shall authorize so to do.

 

Unlessauthorized or ratified by the Board of Directors or within the agency power ofan officer, no officer, agent or employee shall have any power or authority tobind the corporation by any contract or engagement or to pledge its credit orto 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 othercorporations owned or held by the corporation for itself, or for other partiesin any capacity, shall be voted, and all proxies with respect thereto shall beexecuted, by the person authorized so to do by resolution of the Board ofDirectors, or, in the absence of such authorization, by the Chairman of theBoard of Directors, the Chief Executive Officer, the President, or any VicePresident.

 

**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 consistentwith the Articles of Incorporation and applicable law.  Every holder of stock in the corporationshall be entitled to have a certificate signed by or in the name of thecorporation by the Chairman of the Board of Directors, or the President or anyVice President and by the Treasurer or Assistant Treasurer or the Secretary orAssistant Secretary, certifying the number of shares owned by him in thecorporation.  Any or all of thesignatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signedor whose facsimile signature has been placed upon a certificate shall haveceased to be such officer, transfer agent, or registrar before such certificateis 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, infull or in *summary*, all of thepowers, designations, preferences, and rights, and the limitations orrestrictions of the shares authorized to be issued or shall, except asotherwise required by law, set forth on the face or back a statement that thecorporation will furnish without charge to each stockholder who so requests thepowers, designations, preferences and relative, participating, optional, orother special rights of each class of stock or series thereof and thequalifications, limitations or restrictions of such preferences and/orrights.  Within a reasonable time afterthe issuance or transfer of uncertificated stock, the corporation shall send tothe registered owner thereof a written notice containing the informationrequired to be set forth or *stated*on certificates pursuant to this section or otherwise required by law or withrespect

 

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to this section a statementthat the corporation will furnish without charge to each stockholder who sorequests the powers, designations, preferences and relative participating,optional or other special rights of *each*classof stock or series thereof and the qualifications, limitations or restrictionsof such preferences and/or rights. Except as otherwise expressly provided by law, the rights andobligations of the holders of certificates representing stock of the same classand series shall be identical.

 

**Section 35. Lost Certificates.**  A new Certificate or certificates shall be issued in place of anycertificate or certificates theretofore issued by the corporation alleged tohave been lost, stolen, or destroyed, upon the making of an affidavit of thatfact by the person claiming the certificate of stock to be lost, stolen, ordestroyed.  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, orhis legal representative, to advertise the same in such manner as it shallrequire or to give the corporation a surety bond in such form and amount as itmay direct as indemnity against any claim that may be made against thecorporation 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 shallbe made only upon its books by the holders thereof, in person or by attorneyduly authorized, and upon the surrender of a properly endorsed certificate orcertificates for a like number of shares.

 

(b)           The corporation shall have power toenter into and perform any agreement with any number of stockholders of anyoneor more classes of stock of the corporation to restrict the transfer of sharesof stock of the corporation of any one or more classes owned by suchstockholders in any manner not prohibited by the General Corporation Law ofNevada.

 

**Section 37. Fixing Record Dates.**

 

(a)           In order that the corporation maydetermine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the Board of Directors may fix, inadvance, a record date, which record date shall not precede the date upon whichthe resolution fixing the record date is adopted by the Board of Directors, andwhich record date shall not be more than sixty (60) nor less than ten (10) daysbefore the date of such meeting.  If norecord date is fixed by the Board of Directors, the record date for determiningstockholders entitled to notice of or to vote at a meeting of stockholdersshall be at the close of business on the day next preceding the day on whichnotice is given, or if notice is waived, at the close of business on the daynext preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice ofor to vote at a meeting of stockholders shall apply to any adjournment of themeeting, provided, however, that the Board of Directors may fix a new recorddate for the adjourned meeting.

 

(b)           In order that the corporation maydetermine the stockholders entitled to receive payment of any dividend or otherdistribution or allotment of any rights or the stockholders entitled toexercise 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 uponwhich the resolution fixing the record date is adopted, and which

 

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record date shall be not morethan sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholdersfor any such purpose shall be at the close of business on the day on which theBoard of Directors adopts the resolution relating thereto.

 

**Section 38. Registered Stockholders.**  The corporation shall be entitled torecognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends, and to vote as such owner, and *shall* not be bound to recognize anyequitable or other claim to or interest in such share or shares on the part ofany 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 corporatesecurities of the corporation, other than stock certificates (covered inSection 34), may be signed by the Chairman of the Board of Directors, thePresident or any Vice President, or such other person as may be authorized bythe Board of Directors, and the corporate seal impressed thereon or a facsimileof such seal imprinted thereon and attested by the signature of the Secretaryor an Assistant Secretary, or the Chief Financial Officer or Treasurer or anAssistant Treasurer; provided, however, that where any such bond, debenture orother corporate security shall be authenticated by the manual signature, orwhere permissible facsimile signature, of a trustee under an indenture pursuantto which such bond, debenture or other corporate security shall be issued, thesignatures of the persons signing and attesting the corporate seal on such bond,debenture or other corporate security may be the imprinted facsimile of thesignatures of such persons.  Interestcoupons appertaining to any such bond, debenture or other corporate security,authenticated by a trustee as aforesaid, shall be signed by the Treasurer or anAssistant Treasurer of the corporation or such other person as may beauthorized by the Board of Directors, or bear imprinted thereon the facsimilesignature of such person.  In case anyofficer who shall have signed or attested any bond, debenture or othercorporate security, or whose facsimile signature shall appear thereon or on anysuch 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 bythe corporation and issued and delivered as though the person who signed thesame or whose facsimile signature shall have been used thereon had not ceasedto be such officer of the corporation.

 

**ARTICLE IX**

 

**DIVIDENDS**

 

**Section 40. Declaration of Dividends.**  Dividends upon the capital stock of thecorporation, subject to the provisions of the Articles of Incorporation, ifany, may be declared by the Board of Directors pursuant to law at any regularor special meeting.  Dividends may bepaid in cash, in property, or in shares of the capital stock, subject to theprovisions of the Articles of Incorporation.

 

**Section 41. Dividend Reserve.**  Before payment of any dividend, there may be set aside out

 

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of any funds of the corporationavailable for dividends such sum or sums as the Board of Directors from time totime, in their absolute discretion, think proper as a reserve or reserves tomeet contingencies, or for equalizing dividends, or for repairing ormaintaining any property of the corporation, or for such other purpose as theBoard 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 mannerin which it was created.

 

**ARTICLE X**

 

**FISCAL YEAR**

 

**Section 42. Fiscal Year.** The fiscal *year*of thecorporation shall be fixed by resolution of the B o d of Directors.

 

**ARTICLE XI**

 

**INDEMNIFICATION**

 

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

 

(a)           Directors Officers. The corporationshall indemnify its directors and officers to the fullest extent not prohibitedby the Nevada General Corporation Law; provided, however, that the corporationmay modify the extent of such indemnification by individual contracts with itsdirectors and officers; and, provided, further, that the corporation shall notbe required to indemnify any director or officer in connection with anyproceeding (or part thereof) initiated by such person unless (i) suchindemnification is expressly required to be made by law, (ii) the proceedingwas authorized by the B o d of Directors of the corporation, (iii) suchindemnification is provided by the corporation, in its sole discretion,pursuant to the powers vested in the corporation under the Nevada GeneralCorporation Law or (iv) such indemnification is required to be made undersubsection (d).

 

(b)           Employees and Other Agents.  The corporation shall have power toindemnify its employees and other agents as set forth in the Nevada GeneralCorporation Law.

 

(c)           Expense.  The corporation shall advance to any person who was or is a partyor is threatened to be made a party to any tbreatened, pending or completedaction, suit or proceeding, whether civil, *criminal*,administrative or investigative, by reason of the fact that he is or was adirector or officer, of the corporation, or is or was serving at the request ofthe corporation as a director or executive officer of another corporation,partnership, joint venture, trust or other enterprise, prior to the finaldisposition of the proceeding, promptly following request therefor, allexpenses incurred by any director or officer in connection with such proceedingupon receipt of an undertaking by or on behalf of such person to repay saidmounts if it should be determined ultimately

 

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that such person is notentitled to be indemnified under this Bylaw or otherwise.

 

Notwithstandingthe foregoing, unless otherwise determined pursuant to paragraph (e) of thisBylaw, no advance shall be made by the corporation to an officer of thecorporation (except by reason of the fact that such officer is or was adirector of the corporation in which event this paragraph shall not apply) inany action, suit or proceeding, whether civil, criminal, administrative orinvestigative, if a determination is reasonably and promptly made (i) by theBoard of Directors by a majority vote of a quorum consisting of directors whowere not parties to the proceeding, of (ii) if such quorum is not obtainable,or, even if obtainable, a quorum of disinterested directors so directs, byindependent legal counsel in a written opinion, that the facts known to thedecision-making party at the time such determination is made demonstrateclearly and convincingly that such person acted in bad faith or in a mannerthat such person did not believe to be in or not opposed to the best interestsof the corporation.

 

(d)           Enforcement. Without the necessity ofentering into an express contract, all rights to indemnification and advancesto directors and officers under this Bylaw shall be deemed to be contractualrights and be effective to the same extent and as if provided for in a contractbetween the corporation and the director or officer. Any right toindemnification or advances granted by this Bylaw to a director or officershall be enforceable by or on behalf of the person holding such right in anycourt of competent jurisdiction if (i) the claim for indemnification oradvances is denied, in whole or in part, or (ii) no disposition of such claimis made within ninety *(90)* daysof request therefor.  The claimant insuch enforcement action, if successful in whole or in part, shall be entitledto be paid also the expense of prosecuting his claim.  In connection with any claim for indemnification, the corporationshall be entitled to raise as a defense to any such action that the claimant hasnot met the standard of conduct that make it permissible under the Nevada *General*Corporation Law for thecorporation to indemnify the claimant for the amount claimed.  In connection with any claim by an officerof the corporation (except in any action, suit or proceeding, whether civil,criminal, administrative or investigative, by reason of the fact that suchofficer is or was a director of the corporation) for advances. the corporationshall be entitled to raise a defense as to any such action clear and convincingevidence that such person acted in bad faith or in a manner that such persondid not believe to be in or not opposed in the best interests of thecorporation, or with respect to any criminal action or proceeding that suchperson 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 determinationprior to the commencement of such action that indemnification of the claimantis proper in the circumstances because he has met the applicable standard ofconduct set forth in the Nevada General Corporation Law, nor an actualdetermination by the corporation (including its Board of Directors, independentlegal counsel or its stockholders) that the claimant has not met suchapplicable standard of conduct, shall be a defense to the action or create apresumption that claimant has not met the applicable standard of conduct.  In any suit brought by a director or officerto enforce a right to indemnification or to an advancement of expenseshereunder, the burden of proving that the director or officer is not entitledto be indemnified, or to such advancement of expenses, under this Article XI orotherwise shall be on the corporation.

 

(e)           Non-Exclusivity of Rights.  The rights conferred on any person by thisBylaw shall not

 

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be exclusive of any other rightwhich such person may have or hereafter acquire under any statute, provision ofthe Articles of Incorporation, Bylaws, agreement, vote of stockholders ordisinterested directors or otherwise, both as to action in his officialcapacity and as to action in another capacity while holding office.  The corporation is specifically authorizedto enter into individual contracts with any or all of its directors, officers,employees or agents respecting indemnification and advances, to the fullestextent not prohibited by the Nevada General Corporation Law.

 

(f)            Survival of Rights.  The rights conferred on any person by thisBylaw 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 andadministrators of such a person.

 

(g)           Insurance.  To the fullest extent permitted by the Nevada General CorporationLaw, the corporation, upon approval by the Board of Directors, may purchaseinsurance on behalf of any person required or permitted to be indemnifiedpursuant to this Bylaw.

 

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

 

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

 

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

 

(i)            The term“proceeding” shall be broadly construed and shall include, without limitation,the investigation, preparation, prosecution, defense, settlement, arbitrationand appeal of, and the giving of testimony in, any threatened, pending orcompleted action, suit or proceeding, whether civil, criminal, administrativeor 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 judgmentand any other Costs and expenses of any nature or kind incurred in connectionwith any proceeding.

 

(iii)          The term the“corporation” shall include, in addition to the resulting corporation, anyconstituent corporation (including any constituent of a constituent) absorbedin 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 orwas a director, officer, employee or agent of such constituent corporation, oris or was *serving* at the requestof such constituent corporation as a director, officer, employee or agent oranother corporation, partnership, joint venture, trust or other enterprise,shall stand in the same position under the provisions of this Bylaw withrespect to the

 

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resulting orsurviving corporation as he would have with respect to such constituentcorporation if its separate existence had continued.

 

(iv)          References to a “director”,“executive officer,” “employee”, or “agent” of the corporation shall include,without limitation, situations where such person is serving at the request ofthe 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 “otherenterprises” shall include employee benefit plans; references to “fines” shallinclude any excise taxes assessed on a person with respect to an employeebenefit plan; and references to “serving at the request of the corporation”shall include any service as a director, officer, employee or agent of thecorporation which imposes duties on, or involves services by, such director,officer, employee, or agent with respect to an employee benefit plan, itsparticipants, or beneficiaries; and a person who acted in good faith and in amanner he reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan shall be deemed to have acted in amanner “not opposed to the best interests of the corporation” as referred to inthis 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 anystockholder, it shall be given in writing, timely and duly deposited in theUnited States mail, postage prepaid, and addressed to his last known postoffice address as shown by the stock record of the corporation or its transferagent.

 

(b)           Notice to directors.  Any notice required to be given to anydirector 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 deliveredpersonally shall be sent to such address as such director shall have filed inwriting with the Secretary, or, in the absence of such filing, to the lastknown post office address of such director.

 

(c)           Affidavit of Mailing.  An affidavit of mailing, executed by a dulyauthorized and competent employee of the corporation or its transfer agentappointed with respect to the class of stock affected, specifying the name andaddress or the names and addresses of the stockholder or stockholders, ordirector 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, beprima facie evidence of the facts therein contained.

 

(d)           TimeNotices Deemed Given. All notices given by mail, as above provided,shall be

 

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deemed to have been given as atthe time of mailing, and all notices given by facsimile, telex or telegramshall be deemed to have been given as of the sending time recorded at time oftransmission.

 

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

 

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

 

(g)           Notice to Person with WhomCommunication Is Unlawful.  Whenever notice is required to begiven, under any provision of law or of the Articles of Incorporation or Bylawsof the corporation, to any person with whom communication is unlawful, thegiving of such notice to such person shall not be require and there shall be noduty to apply to any governmental authority or agency for a license or permitto give such notice to such person.  Anyaction or meeting which shall be taken or held without notice to any such personwith whom communication is unlawful shall have the same force and effect as ifsuch notice had been duly given.  In theevent that the action taken by the corporation is such as to require the filingof a certificate under any provision of the Nevada General Corporation Law, thecertificate *shall*state, if such is the fact and if notice is required, that noticewas given to all persons entitled to receive notice except such persons withwhom communication is unlawful.

 

(h)           Notice to Person with UndeliverableAddress.  Whenever notice is required tobe given, under any provision of law of the Articles of Incorporation or Bylawsof the corporation, to any stockholder to whom (i) notice of two consecutiveannual meetings, and all notices of meetings or of the taking of action bywritten consent without a meeting to such person during the period between suchtwo consecutive annual meetings, or (ii) all, and at least two, payments (ifsent by first class mail) of dividends or interest on securities during a twelve-monthperiod, have been mailed addressed to such person at his address as shown onthe records of the corporation and have been returned undeliverable, the givingof such notice to such person shall not be required.  Any action or meeting which shall be taken or held without noticeto such person shall have the same force and effect as if such notice had beenduly given.  If any such person shalldeliver to the corporation a written notice setting forth his then currentaddress, the requirement that notice be given to such person shall bereinstated.  In the event that theaction taken by the corporation is such as to require the filing of acertificate under any provision of the Nevada General Corporation Law, thecertificate need not state that notice was not given to persons to whom noticewas not required to be given pursuant to this paragraph.

 

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**ARTICLE XII**

 

**AMENDMENTS**

 

**Section 45. Amendments.**

 

The Board ofDirectors shall have the power to adopt, amend, or repeal Bylaws as set forthin the Articles of Incorporation.

 

**ARTICLE XIV**

 

**LOANS TO OFFICERS**

 

**Section 46. Loans to Officers.**  The corporation may lend money to, orguarantee any obligation *of*, orotherwise assist any officer or other employee of the corporation or of itssubsidiaries, including any officer or employee who is a Director of thecorporation or its subsidiaries, whenever, in the judgment of the Board ofDirectors, such loan, guarantee or assistance may reasonably be expected to benefitthe corporation.  The loan, guarantee orother assistance may be with or without interest and may be unsecured, orsecured 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 todeny, limit or restrict the powers of guaranty or warranty of the corporationat common law or under any statute.

 

 

Declared as the By-Laws, as amended, of SuperiorNetworks, Inc. as of the 9th day ofJuly, 2001.

 

 
| Signature of  Officer: | /s/ Randy  White |   |
|------------------------|------------------|--------|
|                   |             |   |
| Name of  Officer:      | RANDY WHITE      |   |
|                   |             |   |
| Position of  Officer:  | PRESIDENT        |   |

 

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