**BYLAWS
        OF DEALERADVANCE, INC** .
  ARTICLE
        I
  OFFICES
  The
        registered office of the corporation shall be located at The Corporation
        Trust
        Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511. The
        corporation may have such other offices or relocate within or without the
        state
        of incorporation as the Board of Directors may designate or as the business
        of
        the corporation may require from time to time.
  ARTICLE
        II
  SHAREHOLDERS
  Section
        1. Annual
        Meeting. An
        annual meeting of shareholders shall be held within six months after the
        end of
        the corporation’s fiscal year or eighteen months after its last annual meeting
        whichever is earlier. Subject to the foregoing, the annual meeting of
        shareholders shall be held on such date as the Board of Directors shall
        determine by resolution.
  Section
        2. Special
        Meetings. Special
        meetings of the shareholders may be called by the President, the Board of
        Directors, or the holders of not less than 10% of all the shares entitled
        to
        vote at the meeting.
  Section
        3. Place
        of Meeting. The
        Board of Directors may designate any place, either within or without Nevada,
        as
        the place of meeting for any annual or special meeting. If no designation
        is
        made, the place of meeting shall be the principal executive offices of the
        corporation.
  Section
        4. Notice
        of Meeting. Written
        notice, stating the place, day, and hour of the meeting and, in case of a
        special meeting, the purpose or purposes for which the meeting is called,
        shall
        be delivered not less than ten days nor more than sixty days before the date
        of
        the meeting, either personally or by mail, by or at the direction of the
        President, the Secretary, or the officer or person calling the meeting, to
        each
        shareholder of record entitled to vote at such meeting; except that if the
        number of authorized shares are to be increased, at least thirty days notice
        shall be given.
  Section
        5. Fixing
        of Record Date. For the
        purpose of determining shareholders entitled to notice of or to vote at any
        meeting of shareholders or any adjournment thereof, or shareholders entitled
        to
        receive payment of any dividend, or in order to make a determination of
        shareholders for any other proper purpose, the Board of Directors of the
        corporation may fix in advance a date as the record date for any such
        determination of shareholders; such date, in any case shall be not more than
        sixty days and in the case of a meeting of shareholders, not less than ten
        days
        prior to the date on which the particular action requiring such determination
        of
        shareholders is to be taken.
  
  Section
        6. Quorum. One-third of the shares of the corporation entitled to vote, represented
        in
        person or by proxy, shall constitute a quorum at a meeting of shareholders.
        If
        less than a quorum is represented at a meeting of shareholders, the Chairman
        of
        the Board of Directors or the Board of Directors may adjourn the meeting
        for a
        period not to exceed sixty days at any one adjournment without further notice
        if
        the time and place thereof are announced at the meeting at which the adjournment
        is taken; provided  however if the
        adjournment is for more than thirty days, or, if after the adjournment a
        new
        record date is fixed for the adjourned meeting, notice of the adjourned meeting
        shall be given to each shareholder of record entitled to vote at the meeting.
        At
        such adjourned meeting at which a quorum shall be represented, the corporation
        may transact any business, which might have been transacted at the original
        meeting. The shareholders present at a meeting at which a quorum is present
        may
        continue to transact business until adjournment, notwithstanding the withdrawal
        of enough shareholders to leave less than a quorum.
  Section
        7. Manner
        of Acting. If a
        quorum is present, the affirmative vote of the majority of the shares
        represented at the meeting and entitled to vote on the subject matter shall
        be
        the act of the shareholders, unless the vote of a greater proportion or number
        or voting by classes is otherwise required by the Nevada Business Corporation
        Act or by the Articles of Incorporation or these Bylaws.
  Section
        8. Proxies. At all
        meetings of shareholders, a shareholder may vote by proxy executed in writing
        by
        the shareholder or by his duly authorized attorney-in-fact. Such proxy shall
        be
        filed with the Secretary of the corporation before or at the time of the
        meeting. No proxy shall be valid after 11 months from the date of its execution,
        unless otherwise provided in the proxy.
  Section
        9. Voting
        of Shares. Each
        outstanding share of Common Stock shall entitle the registered holder thereof
        to
        one vote upon each matter submitted to a vote at a meeting of shareholders.
        The
        holders of any other class of stock shall have the voting rights designated
        for
        such class.
  Section
        10. Voting
        of Shares by Certain Holders. Neither
        treasury shares nor shares held by another corporation, if the majority of
        shares entitled to vote for the election of directors of such other corporation
        is held by this corporation, shall be voted at any meeting or be counted
        in
        determining the total number of outstanding shares at any given
        time.
  Shares
        standing in the name of another corporation may be voted by such officer,
        agent,
        or proxy as the Bylaws of the corporation may prescribe, or, in the absence
        of
        such provision, as the Board of Directors of the corporation may
        determine.
  If
        shares
        stand of record in the names of two or more persons, whether fiduciaries,
        members of a partnership, joint tenants, tenants in common, tenants by the
        entirety, or otherwise, or if two or more persons have the same fiduciary
        relationship respecting the same shares, voting with respect to the shares
        shall
        have the following effect; (a) if only one person votes, his act binds all;
        (b)
        if two or more persons vote, the act of the majority so voting binds all;
        (c) if
        two or more persons vote, but the vote is evenly split on any particular
        matter,
        each faction may vote the shares in question proportionately, or any person
        voting the shares of a beneficiary, if any, may apply to any court of competent
        jurisdiction in the Sate of Nevada to appoint an additional person to act
        with
        the persons so voting the shares. The shares shall then be voted as determined
        by a majority of such persons and the person appointed by the court. If a
        tenancy is held in unequal interests, a majority or even split for the purpose
        of this Section 10 of this Article II shall be a majority or even split in
        interest.
  -2-
  Shares
        held by an administrator, executor, guardian, or conservator may be voted
        by
        him, either in person or by proxy, without a transfer of such shares into
        his
        name. Shares standing in the name of a trustee may be voted by him, either
        in
        person or by proxy, but no trustee shall be entitled to vote shares held
        by him
        without a transfer of the shares into his name.
  Shares
        standing in the name of a receiver may be voted by such receiver and shares
        held
        by or under the control of a receiver may be voted by such receiver without
        the
        transfer thereof into his name if authority so to do is contained in an
        appropriate order of the court by which the receiver was appointed.
  A
        shareholder whose shares are pledged shall be entitled to vote such shares
        until
        the shares have been transferred into the name of the pledgee, and thereafter
        the pledgee shall be entitled to vote the shares so transferred.
  Redeemable
        shares which have been called for redemption shall not be entitled to vote
        on
        any matter and shall not be deemed outstanding shares on and after the date
        on
        which written notice of redemption has been mailed to shareholders and a
        sum
        sufficient to redeem such shares has been deposited with a bank or trust
        company
        with irrevocable instructions and authority to pay the redemption price to
        the
        holders of the shares upon surrender of certificates therefor.
  Section
        11. Cumulative
        Voting. Cumulative voting is authorized.
  Section
        12. Action
        Without a Meeting. Any
        action required or permitted to be taken at a meeting of the shareholders
        may be
        taken without a meeting, if the action is evidenced by one or more written
        consents describing the action so taken, signed by stockholders holding at
        least
        a majority of the voting power and delivered to the Secretary for inclusion
        in
        the minutes or for filing with the corporate records. Action taken under
        this
        Section 12 of this Article II is effective when the stockholders holding
        at
        least a majority of voting power have signed the written consent, unless
        the
        consent specifies a different effective date.
  Section
        13. Voting
        by Voice Vote. Voting
        on any question or in any election may be by voice vote unless the Chairman
        of
        the Board of Directors or the Board of Directors shall order or any shareholder
        shall demand that voting be by ballot.
  -3-
  Section
        14. Certification
        by the Board of Directors. The
        Board of Directors may adopt by resolution a procedure in accordance with
        the
        Nevada Business Corporation Act, whereby a shareholder of the corporation
        may
        certify in writing to the corporation that all or a portion of the shares
        registered in the name of such shareholder are held for the account of a
        specified person or persons. Upon receipt by the corporation of a certification
        complying with the procedure thus established, the persons specified in the
        certification shall be deemed, for the purpose or purposes set forth in the
        certification, to be the holders of record of the number of shares specified
        in
        place of the shareholder making the certification.
  ARTICLE
        III
  BOARD
        OF
        DIRECTORS
  Section
        1. General. The
        business and affairs of the corporation shall be managed by its Board of
        Directors. The powers and duties conferred or imposed upon the Board of
        Directors shall be exercised or performed to such an extent and by such persons
        as are provided in the Articles of Incorporation and by these Bylaws. In
        addition to the powers and duties by the Articles of Incorporation and by
        these
        Bylaws expressly conferred upon them, the Board may exercise all such powers
        of
        the corporation and do all such lawful acts and things as are not by the
        Nevada
        Business Corporation Act or any other statute or by the Articles of
        Incorporation or by these Bylaws directed or required to be exercised or
        done by
        the shareholders.
  The
        Board
        of Directors by resolution adopted by a majority of the full Board of Directors
        shall have the power to designate from among its members an executive committee
        and one or more other committees, each of which shall have all the authority
        of
        the Board of Directors to the extent provided in said resolution, the Nevada
        Business Corporation Act, the Articles of Incorporation and these
        Bylaws.
  Section
        2. Classification
        of The Board of Directors. The
        Board of Directors shall be divided into three classes, Class 1, Class 2
        and
        Class 3, each class to be as nearly equal in number as possible, the term
        of
        office of Class 1 directors to expire at the first annual meeting of
        shareholders after their election, that of Class 2 directors to expire at
        the
        second annual meeting after their election, and that of Class 3 directors
        to
        expire at the third annual meeting after their election. At each annual meeting
        after such classification, the number of directors equal to the number of
        the
        class whose term expires at the time of such meeting shall be elected to
        hold
        office until the third succeeding annual meeting. No classification of directors
        shall be effective prior to the first annual meeting of shareholders or at
        any
        time when the Board of Directors consists of less than six members.
        Notwithstanding the foregoing, and except as otherwise required by law, whenever
        the holders of any one or more series of Preferred Stock shall have the right,
        voting separately as a class, to elect one or more directors of the corporation,
        the term(s) of the director or directors elected by such holders shall expire
        at
        the next succeeding annual meeting of shareholders.
  -4-
  Section
        3. Number
        of Directors. The
        corporation must have at least one director; *provided,
        however,* that the
        number of directors of the corporation shall be as established from time
        to time
        by resolution of the Board of Directors. Subject to the provisions of Section
        2
        of this Article III, each director shall hold office for the term for which
        he
        is elected and until his successor has been elected and qualified.
  Section
        4. Regular
        Meetings. A
        regular meeting of the Board of Directors shall be held, without other notice
        as
        prescribed in these Bylaws, immediately after and at the same place as the
        annual meeting of shareholders. The Board of Directors may provide by resolution
        for the holding of additional regular meetings, without other notice than
        such
        resolution. The Board of Directors may hold any regular meetings by conference
        telephone or similar communications equipment by which all directors can
        hear
        and speak to each other at the same time.
  Section
        5. Special
        Meetings. Special
        meetings of the Board of Directors may be called by or at the request of
        the
        Chairman of the Board, the President or any two directors. The person or
        persons
        authorized to call special meetings of the Board of Directors may fix any
        place,
        either within or without the state of incorporation, as the place for holding
        any special meeting of the Board of Directors called by them. The Board of
        Directors may hold any special meeting by conference telephone or similar
        communications equipment by which all directors can hear and speak to each
        other
        at the same time.
  Section
        6. Notice. Notice
        of any special meeting shall be given at least one day previous thereto by
        oral
        or written notice delivered personally or by mail to each director. Any director
        may waive notice of any meeting. By attending or participating in a special
        meeting, a director waives any required notice of such meeting, unless the
        director at the beginning of the meeting, objects to the holding of the meeting
        or the transacting of business at the meeting. Neither the business to be
        transacted at, nor the purpose of, any regular or special meeting of the
        Board
        of Directors need be specified in the notice or waiver of notice of such
        meeting. A director may attend a regular or special meeting of the Board
        of
        Directors by conference telephone or similar communications by which such
        director can hear and speak to each other at the same time.
  Section
        7. Quorum. A
        majority of the directors shall constitute a quorum for the transaction of
        business at any meeting of the Board of Directors.
  Section
        8. Action
        by Written Consent. Any
        action required or permitted to be taken at a meeting of the Board of Directors,
        or any committee designated by the Board of Directors may be taken without
        a
        meeting if the action is evidenced by one or more written consents describing
        the action taken, signed by each director or committee member and delivered
        to
        the Secretary for inclusion in the minutes or for filing with the corporate
        records. Action taken under this Section 8 of this Article III is effective
        when
        all directors or committee members have signed the consent unless the consent
        specifies a different date. Such consent has the same force and effect as
        a
        unanimous vote of the directors, executive committee or other committee members,
        and shall be stated as such in any document.
  -5-
  Section
        9. Manner
        of Acting .
        The act
        of a majority of the directors present at a meeting at which a quorum is
        present, shall be the act of the Board of Directors.
  The
        order
        of business at any regular meeting or special meeting of the Board of Directors
        shall be:
  The
        roll
 Secretary’s
        proof of due notice of meeting, if required
 Reading
        and disposal of unproved minutes
 Reports
        of officers
 Unfinished
        business
 New
        business
 Adjournment
  Section
        10. Vacancies .
        Any
        vacancy occurring in the Board of Directors may be filled by the affirmative
        vote of a majority of the remaining directors though less than a quorum of
        the
        Board of Directors. A director elected to fill a vacancy shall be elected
        for
        the unexpired term of his predecessor in office. Any directorship to be filled
        by reason of an increase in the number of directors shall be filled by the
        affirmative vote of a majority of the directors then in office or by an election
        at an annual meeting or at a special meeting of shareholders called for that
        purpose. Any director chosen to fill a position resulting from an increase
        in
        the number of directors shall hold office until the next annual meeting of
        shareholders and until his successor has been elected and
        qualified.
  Section
        11. Compensation
        of Directors. By
        resolution of the Board of Directors, the directors may be paid their expenses,
        if any, of attendance at each meeting of the Board of Directors and may be
        paid
        a fixed sum for attendance at each meeting of the Board of Directors or a
        stated
        salary as director. No such payment shall preclude any director from serving
        the
        corporation in any other capacity and receiving compensation therefor or
        from
        resulting compensation for any extraordinary or unusual service as a
        director.
  Section
        12. Presumption
        of Assent. A
        director who is present at a meeting of the Board of Directors when corporate
        action is taken is deemed to have assented to the action taken unless: he
        objects at the beginning of such meeting of the Board of Directors to the
        holding of the meeting or the transacting of business at the meeting; he
        contemporaneously requests that his dissent from the action taken be entered
        in
        the minutes of such meeting before the adjournment thereof or shall forward
        such
        dissent by registered mail to the Secretary of the corporation immediately
        after
        the adjournment of the meeting. The right of dissent as to a specific action
        taken in a meeting of the Board of Directors is not available to a director
        who
        votes in favor of such action.
  -6-
  Section
        13. Resignation
        of Directors. Any
        director or other officer may resign his office at any time, such resignation
        to
        be made in writing and to take effect from the time of its receipt by the
        corporation unless a time is fixed in the resignation and then it will take
        effect from that date. The acceptance of the resignation shall not be required
        to make it effective.
  Section
        14. Removal
        of Directors. At a
        special shareholders’ meeting called expressly for that purpose, any or all
        directors may be removed with or without cause by a vote of the holders of
        at
        least two-thirds of the voting power then entitled to vote at an election
        of
        directors.
  ARTICLE
        IV
  OFFICERS
  Section
        1. Titles. The
        officers of the corporation shall consist of a President, Treasurer and
        Secretary and may also consist of Chairman of the Board of Directors, Chief
        Executive Officer, Chief Financial Officer, Chief Operating Officer, one
        or more
        Vice Presidents (the number thereof to be determined by the Board of Directors),
        all of whom shall be designated executive officers and each of whom shall
        be
        elected by the Board of Directors. Such other officers and assistant officers
        as
        may be deemed necessary shall be designated administrative assistant officers
        and may be appointed by the President. Any two or more officers may be held
        by
        the same person, except the offices of President and Secretary.
  Section
        2. Election. The
        executive officers of the corporation shall be elected annually by the Board
        of
        Directors at the first meeting of the Board of Directors held after each
        annual
        meeting of the shareholders. If the election of officers shall not be held
        at
        such meeting, such election shall be held as soon thereafter as conveniently
        may
        be. Each executive officer shall hold office until his successor shall have
        been
        duly elected and shall have qualified or until his death or until he shall
        resign or shall have been removed in the manner hereinafter provided.
        Administrative assistant officers shall hold office at the pleasure of the
        President.
  Section
        3. Removal. Any
        officer or agent may be removed by the Board of Directors whenever, in its
        judgment, the best interests of the corporation would be served thereby,
        but
        such removal shall be without prejudice to the contract rights, if any, of
        the
        person so removed. Election or appointment of an officer or agent shall not
        of
        itself create contract rights.
  Section
        4. Vacancies. A
        vacancy in any executive office, because of death, resignation, removal,
        disqualification or otherwise, may be filled by the Board of Directors for
        the
        unexpired portion of the term.
  -7-
  Section
        5. Chairman
        of the Board. The
        Board of Directors may elect a Chairman of the Board of Directors. He shall
        preside at all meetings of the shareholders and of the Board of Directors
        and
        shall perform all duties incident to the office of Chairman of the Board
        of
        Directors and such other duties as may be prescribed by the Board of Directors
        from time to time.
  Section
        6. President. The
        President shall be the chief executive officer of the corporation and, subject
        to the control of the Board of Directors, shall be in general charge of the
        business and affairs of the corporation. He may sign, with the Secretary
        or any
        other proper officer of the corporation thereunto authorized by the Board
        of
        Directors, certificates for shares of the corporation, any deeds, mortgages,
        bonds, contracts, or other instruments which the Board of Directors has
        authorized to be executed, except in cases where the signing and execution
        thereof shall be expressly delegated by the Board of Directors or by these
        Bylaws to some other officer or agent of the corporation, or shall be required
        by law to be otherwise signed or executed; and, in general, shall perform
        all
        duties incident to the office of President and such other duties as may be
        prescribed by the Board of Directors from time to time.
  Section
        7. Vice
        President. In the
        absence of the President or in the event of his death or inability or refusal
        to
        act, the Vice President (or, in the event there be more than on Vice President,
        the Vice Presidents in the order designated at the time of their election,
        or,
        in the absence of any designation, then in the order of their election) shall
        perform the duties of the President and, when so acting, shall have all the
        powers of and be subject to all the restrictions upon the President. Any
        Vice
        President may sign, with the Secretary or an assistant secretary, certificates
        for shares of the corporation and shall perform such other duties as from
        time
        to time may be assigned to him by the President or by the Board of
        Directors.
  Section
        8. Secretary. The
        Secretary shall: (a) keep the minutes of the shareholders’ meetings and of the
        Board of Directors’ meeting in one or more books provided for that purpose; (b)
        see that all notices are duly given in accordance with the provisions of
        these
        Bylaws and as required by law; (c) be custodian of the corporate records
        and of
        the seal of the corporation and see that the seal of the corporation is affixed
        to all documents, the execution of which on behalf of the corporation under
        its
        seal is duly authorized; (d) keep a register of the post office address of
        each
        shareholder which shall be furnished to the Secretary by such shareholders;
        (e)
        sign with the President, or Vice President, certificates for shares of the
        corporation, the issuance of which shall have been authorized by resolution
        of
        the Board of Directors; (f) have general charge of the stock transfer books
        of
        the corporation; and, (g) in general, perform all duties incident to the
        office
        of Secretary and such other duties as from time to time may be assigned to
        him
        by the President or by the Board of Directors.
  Section
        9. Treasurer. If
        required by the Board of Directors, the Treasurer shall give a bond for the
        faithful discharge of his duties in such sum and with such surety or sureties,
        as the Board of Directors shall determine. He shall: (a) have charge and
        custody
        of and be responsible for all funds and securities of the corporation; (b)
        receive and give receipts for monies due and payable to the corporation from
        any
        source whatsoever, and deposit all such monies in the name of the corporation
        in
        such banks, trust companies, or other depositories as shall be selected in
        accordance with the provisions of Article V of these Bylaws; and, (c) in
        general, perform all the duties incident to the office of Treasurer and such
        other duties as from time to time may be assigned to him by the President
        or by
        the Board of Directors.
  -8-
  Section
        10. Assistant
        Secretaries; Assistant Treasurers. The
        assistant secretaries, when authorized by the President may sign with President
        or a Vice President certificates and/or shares of the corporation, the issuance
        of which shall have been authorized by a resolution of the Board of Directors.
        The assistant Treasurer shall if required by the Board of Directors, give
        bond
        for the faithful discharge of his duties in such sum and with such surety
        as the
        Board of Directors shall determine. The assistant secretaries and assistant
        Treasurers, in general, shall perform such duties as shall be assigned to
        them
        by the Secretary or the Treasurer, respectively, or by the
        President.
  Section
        11. Compensation. The
        salaries of the executive officers shall be fixed from time to time by the
        Board
        of Directors. No officer shall be prevented from receiving such salary by
        reason
        of the fact that he is also a director of the corporation. The President
        shall
        fix the salaries of the administrative assistant officers.
  ARTICLE
        V
  CONTRACTS,
        LOANS, CHECKS AND DEPOSITS
  Section
        1. Contract. The
        Board of Directors may authorize any officer or officers, agent or agents,
        to
        enter into any contract or execute and deliver any instrument in the name
        of and
        on behalf of the corporation, and such authority may be general or confined
        to
        specific instances.
  Section
        2. Loans. No loans
        in excess of $10,000 shall be contracted on behalf of the corporation, and
        no
        evidence of indebtedness in excess of $10,000 shall be issued in its name,
        unless authorized by a resolution of the Board of Directors. Such authority
        may
        be general or confined to specific instances.
  Section
        3. Checks. All
        checks, drafts, or other orders for the payment of money, notes, or other
        evidences of indebtedness, issued in the name of the corporation, shall be
        signed by such officer or officers, agent or agents, of the corporation and
        in
        such manner as shall from time to time he determined by resolution of the
        Board
        of Directors.
  Section
        4. Deposits. All
        funds of the corporation not otherwise employed shall be deposited from time
        to
        time to the credit of the corporation in such banks, trust companies, or
        other
        depositories as the Board of Directors may select.
  -9-
  ARTICLES
        VI
  CERTIFICATES
        FOR SHARES AND THEIR TRANSFER
  Section
        1. Certificates. Certificates representing shares of the corporation shall be respectively
        numbered serially for each class of shares, or series thereof, as they are
        issued and shall be sealed with the corporate seal or a facsimile thereof,
        and
        shall be signed by the Chairman of the Board of Directors or by the President
        or
        a Vice-President and by the Treasurer or an assistant Treasurer or by the
        Secretary or an assistant secretary. Any or all of the signatures may be
        facsimile if the certificate is countersigned by a transfer agent or registered
        by a registrar other than the corporation itself or an employee of the
        corporation. Each certificate shall state: the name of the corporation, that
        the
        corporation is organized or incorporated under the laws of Nevada, the name
        of
        the person to whom issued, the date of issue, the number and class of shares
        and
        the designation of the series, if any, which such certificate represents,
        and
        the par value of each share represented by such certificate or a statement
        that
        such shares are without par value. A statement of the designations, preferences,
        limitations and relative rights of the shares of each class authorized to
        be
        issued and, if the corporation is authorized to issue any preferred or special
        class in series, the variations in the relative rights and preferences between
        the shares of each such series, so far as the same have been fixed and
        determined, and the authority of the Board of Directors to fix and determine
        the
        relative rights and preferences of subsequent series shall be set forth upon
        the
        face or back of the certificate. In lieu thereof, the certificates may state
        that such a statement or summary will be furnished to any shareholder upon
        request and without charge except that a restriction on transfer imposed
        by the
        corporation shall be noted conspicuously on each certificate. Each certificate
        shall be otherwise in such form as may be prescribed by the Board of Directors
        and as shall conform to the rules of any stock exchange on which the shares
        may
        be listed.
  Section
        2. Surrender
        for Cancellation. All
        certificates surrendered to the corporation for transfer shall be cancelled
        and
        no new certificates shall be issued in lieu thereof until the former certificate
        for a like number of shares shall have been surrendered and cancelled, except
        as
        herein provided with respect to lost, stolen or destroyed
        certificates.
  Section
        3. Lost,
        Stolen, or Destroyed Certificates. Any
        shareholder claiming that his certificate for shares is lost, stolen or
        destroyed may make an affidavit or affirmation of that fact and lodge the
        same
        with the Secretary of the corporation, accompanied by a signed application
        for a
        new certificate. Thereupon, and upon the giving of a satisfactory bond of
        indemnity to the corporation not exceeding an amount double the value of
        the
        shares as represented by such certificate (the necessity for such bond and
        the
        amount required to be determined by the President and Treasurer of the
        corporation), a new certificate may be issued of the same tenor and representing
        the same number, class and series of shares as were represented by the
        certificate alleged to be lost, stolen or destroyed.
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  Section
        4. Transfer. Subject
        to the terms of any shareholder agreement relating to the transfer of shares
        or
        other transfer restrictions contained in the Articles of Incorporation or
        authorized therein, shares of the corporation shall be transferable on the
        books
        of the corporation by the holder in person, by his legal representative,
        who
        shall have been furnished proper evidence of authority to transfer, or by
        his
        attorney thereunto authorized by power of attorney duly executed and filed
        with
        the Secretary of the corporation, upon the surrender and cancellation of
        a
        certificate or certificates in the like number of shares. Upon presentation
        and
        surrender of a certificate for shares properly endorsed and payment of all
        costs
        therefor, the transferee shall be entitled to a new certificate or certificates
        in lieu thereof. As against the corporation, a transfer of shares can be
        made
        only on the books of the corporation and in the manner hereinabove provided,
        and
        the corporation shall be entitled to treat the holder of record of any share
        as
        the owner thereof and shall not be bound to recognize any equitable or other
        claim to or interest in such share on the part of any the person, whether
        or not
        it shall be express or the corporation shall have been given other notice
        thereof, save as expressly provided by the Nevada Business Corporation Act
        or
        the Articles of Incorporation or these Bylaws.
  ARTICLE
        VII
  SEAL
  The
        Board
        of Directors shall provide a corporate seal having inscribed thereon the
        corporate name, the state of incorporation and the word “Seal”. Said seal may be
        altered at pleasure and used by causing it, or a facsimile thereof, to be
        impressed or affixed or in any other manner reproduced. Said seal may consist
        of
        a rubber stamp with a facsimile affixed thereon of the seal required to be
        used
        and may be placed or stamped upon the document requiring the seal with indelible
        ink.
  CERTIFICATION
  I
        certify
        that the Board of Directors of the corporation adopted the foregoing Bylaws
        on
        April 11, 2008.
  Steven
                  Humphries, President
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