TABLE OF CONTENTS

Article Subject

ARTICLE I         OFFICES

Section 1 Principal OfficeSection 2 Other Office

ARTICLE II        MEETINGS OFSTOCKHOLDERS

Section 1 Place of MeetingsSection 2 Time and Notice of Annual MeetingsSection 3 Special MeetingSection 4 QuorumSection 5 Waiver of Notice for MeetingsSection 6 Record Date and Cumulative VotingSection 7 ProxiesSection 8 Validity of Proxies

ARTICLE III         BOARD OFDIRECTORS

Section 1 Exercise of corporate PowersSection 2 Authorized NumberSection 3 Election and Term of OfficeSection 4 VacanciesSection 5 CompensationSection 6 Advisory DirectorsSection 7 Resignations

ARTICLE IV        MEETINGS OFDIRECTORS

Section 1 Place of MeetingsSection 2 Time of MeetingsSection 3 Special MeetingsSection 4 QuorumSection 5 Waiver of Notice*S*ection 6 Action Without a MeetingSection 7 Committees

ARTICLE V        OFFICERS

Section 1 OfficersSection 2 Chairman of the BoardSection 3 PresidentSection 4 Vice PresidentsSection 5 SecretarySection 6 Assistant SecretarySection 7 Chief Financial OfficerSection 9 Assistant TreasurerSection 9 Chief Operating Officer

ARTICLE VI        AMENDMENTS

Section 1 Amendment to By-Laws

ARTICLE VII        INDEMNICATION OFDIRECTORS AND OFFICER

Section 1 Right to IndemnificationSection 2 Right of Claimant to SueSection 3 Non-Exclusivity of Rights

Section 4 Insurance

ARTICLE VIII SHARES

Section 1 Forms of Stock CertificateSection 2 Transfer of CertificatesSection 3 Record Date for Annual Meeting or DividendSection 4 Stock Register ClosureSection 5 Registration of European Shares

RESTATED BY-LAWSOFZAXIS INTERNATIONAL INC.

ARTICLE I

Corporate Offices

Section 1. The principal executive office for thetransaction of the business of the corporation is hereby fixed and located at 115 East 57thStreet, Suite 1118, New York, NY 10022. The board of directors may change said principalexecutive office from one location to another.

Section 2. Branch or subordinate offices may beestablished by the board of directors at any place or places where the corporation isqualified to do business.

ARTICLE II

Meetings of Stockholders

Section 1. All meetings of the stockholders shall beheld at any place within or without the State of Delaware, which may be designated by theboard of directors or by the written consent of a majority of all stockholders entitled tovote thereat and not present at the meeting, given either before or after the meeting andfiled with the secretary of the corporation. In the absence of any such designation allstockholders' meetings shall be held at the principal executive office of the corporation.

Section 2. The board of directors shall determine thetime and date of the annual meeting of stockholders. At the meeting, directors shall beelected and any other proper business may be transacted which is within the powers of thestockholders. Written notice of each annual meeting shall be given to each stockholderentitled to vote either personally or by first-class mail or other means of writtencommunication (which includes, without limitation and wherever used in these bylaws,telegraphic and facsimile communication), addressed to each stockholder at his addressappearing on the books of the corporation or given by him to the corporation for thepurpose of notice. If any notice or report addressed to the stockholder at the address ofsuch stockholder appearing on the books of the corporation is returned to the corporationby the United States Postal Service marked to indicate that the United States PostalService is unable to deliver the notice or report to the stockholder at such address, allfuture notices or reports shall be deemed to have been duly given without further mailingif the same shall be available for the stockholder upon written demand of the stockholderat the principal executive office of the corporation for a period of one year from thedate of the giving of the notice or report to all other stockholders. If no address of astockholder appears on the books of the corporation or is given by the stockholder to thecorporation, notice is duly given to him if sent by mail or other means of writtencommunication addressed to the place where the principal executive office of thecorporation is located. All such notices shall be given to each stockholder entitledthereto not less than ten (10) days nor more than sixty (60) days before each annualmeeting. Any such notice shall be deemed to have been given at the time when deliveredpersonally or deposited in the United States mail or delivered to a common carrier fortransmission to the recipient or actually transmitted by the person giving the notice byelectronic means to the recipient or sent by other means of written communication.

Such notices shall state:

a. the place, date and hour of the meeting;

b. those matters which the board, at the time of the    mailing of the notice, intends to present for action by the stockholders;

c. if directors are to be elected, the names of nominees    intended at the time of the notice to be presented by management for election; and

d. such other matters, if any, that may be expresslyrequired by statute or, if applicable, any matters set forth in Section 6 herein.

Section 3. Special meetings of the stockholders for thepurpose of taking any action permitted to be taken by the stockholders under the DelawareGeneral Corporation Law and the Certificate of Incorporation at this corporation may becalled by the chairman of the board or the president, or by any vice president, or by theboard of directors, or by the holders of shares entitled to cast not less than ten percent(30%) of the votes at the meeting. Except in special cases where other express provisionis made by statute, notice of such special meetings shall be given in the same manner andcontain the same statements as required for annual meetings of stockholders. Notice of anyspecial meeting shall also specify the general nature of the business to be transacted,and no other business may be transacted at such meeting.

Section 4. The presence in person or by proxy of theholders of 50% of the shares entitled to vote at any meeting shall constitute a quorum forthe transactions of business. The stockholders present at a duly called or held meeting atwhich a quorum, if present may continue to transact business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than a quorum, it anyaction taken (other than adjournment) is approved by at least a majority of the sharesrequired to constitute a quorum. In the absence of a quorum, any meeting of stockholdersmay be adjourned from time to time by the vote of a majority of the shares representedeither in person or by proxy, but no other business may be transacted except as providedin the preceding sentence.

Section 5. Any action required or permitted to be takenby the stockholders, may be taken without a meeting, if a majority of the outstandingshares shall consent in writing to such action. Such written consent or consents, shall befiled with the minutes of the proceedings of stockholders. Such action by written consentshall have the same force and effect as action approved by a majority vote of thestockholders at a duly noticed and called stockholders meeting.

Section 6. Only persons in whose names shares areregistered on the books of the corporation are entitled to vote on the record date forvoting purposes fixed by the board of directors pursuant to Article VII, Section 3 ofthese bylaws, or, if there be no such date so fixed, on the record dates given below,shall be entitled to vote at such meeting.

I

If no record date is fixed then:

a. The record date for determining stockholders entitledto notice of, or to vote at a meeting of stockholders shall be the close of business onthe business day next preceding the day an which notice is given or, if notice is waived,that the close of business on the business day next preceding the day on which the meetingis held.

b. The record date for determining the stockholdersentitled to give consent to corporate actions in writing without a meeting, when no prioraction by the board of directors is necessary, shall be the day on which the first writtenconsent.

c. The record date for determining stockholders for anyother purpose shall be at the close of business on the day on which the board of directorsadopts the resolution relating hereto, or the 60th day prior to the date of such otheraction whichever is later.

Section 7. Every person entitled to vote shares mayauthorize another person or persons to act by proxy with respect to such shares by filinga written proxy executed by such person or his or her duly authorized agent, with thesecretary of the corporation.

Section 8. A proxy shall not be valid after theexpiration of eleven (11) months from the date thereof unless otherwise provided in theproxy. Every proxy continues in full force and effect until revoked by the personexecuting it prior to the vote pursuant hereto.

ARTICLE III

Board of Directors

Section 1. Subject to the provisions of the DelawareGeneral Corporation Law and any limitation in the Certificate of Incorporation and thesebylaws as to action to be authorized or approved by the stockholders, the business andaffairs of the corporation shall be managed and all corporate powers shall be exercised byor under the direction of the board of directors. Without prejudice to such generalpowers, but subject to the same limitations, it is hereby expressly declared that theboard of directors shall have the following powers, to wit:

First: To conduct, manage and control the affairs andbusiness of the corporation and to make such rules and regulations therefor, nor,inconsistent with law or with the Certificate of Incorporation or with the bylaws, as theymay deem best;

Second: To elect and remove at pleasure the officers,agents and employees of the corporation, prescribe their duties and fix theircompensation;

Third: To authorize the issuance of shares of stock ofthe corporation from time to time upon such terms as may be lawful; and

Fourth: To borrow money and incur indebtedness for thepurposes of the corporation and to cause to be executed and delivered therefor, in thecorporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,hypothecation or other evidences of debt and securities therefor.

Section 2. The authorized number of directors shall benot less than one (1), nor more than seven (7).

Section 3. The directors shall be elected at each annualmeeting of stockholders, but if any such annual meeting is not held or the directors arenot elected thereat, the directors may be elected at any special meeting of stockholdersheld for that purpose. Each director, including a director elected to fill a vacancy,shall hold office until his successor is elected, except as otherwise provided by statute.

Section 4. Vacancies in the board of directors, exceptfor a vacancy created by the removal of a director, may be filled by a majority of thedirectors then in office, whether or not less than a quorum, or by a sole remainingdirector.

Section 5. Directors, as such, shall not receive anystated salary for their services, but by resolution of the board of directors a fixed sumand expense of attendance, it any, may be allowed for attendance at each regular andspecial meeting of the board; provided that nothing herein contained shall be construed topreclude any director from serving the corporation in any other capacity and receivingcompensation therefor.

Section 6. The board of directors from time to time mayelect one more person to be advisory director who shall not by such appointment be membersof the board of directors. Advisory directors shall be available from time to time toperform special assignments specified by the president, to attend meetings of the board ofdirectors upon invitation and to furnish consultation to board. The period during whichthe title shall be held may be prescribed by the board of directors. It no period isprescribed, the title shall be held at the pleasure of the board.

Section 7. Any director may resign effective upon givingwritten notice to the chairman of the board, the president, the secretary or the board ofdirectors of the corporation, unless the notice specifies a later time for effectivenessof such resignation. If the resignation is effective at a future time, a successor may beelected to take office when the resignation becomes effective.

ARTICLE IV

Meetings of Directors

Section 1. Regular meetings of the board of directorsshall be held at any place, within or without the state of Delaware that has beendesignated from time to time by the board of directors. In the absence of suchdesignation, regular meetings shall be held at the principal executive office of thecorporation, except as provided in Section 2. Special meetings of the board of directorsmay be held at any place within or without the state of Delaware which has been designatedin a notice of the meeting, or, it not designated in the notice or if there is no notice,at the principal executive office of the corporation.

Section 2. Immediately following each annual meeting ofthe shareholders there shall be a regular meeting of the board of directors of thecorporation at the place of said annual meeting or at such other place as shall have beendesignated by the board of directors for the purpose of organization, election of officersand the transaction of other business. Other regular meetings of the board of directorsshall be held without call on such date and time as may be fixed by the board ofdirectors; provided, however, that should any such day fall on a legal holiday, then saidmeeting shall be held at the same time on the next day thereafter. Notice of regularmeetings of the directors is hereby dispensed with and no notice whatever of any suchmeeting need by given, provided that notice of any change in the time or place of regularmeetings shall he given to all or the directors in the same manner as notice for specialmeetings of the board of directors.

Section 3. Special meetings of the board of directorsfor any purpose or purposes may be called at any time by the chairman of the board orpresident or, if both the chairman the board and the president are absent or are unable orrefuse to act, by any vice president or by a majority of directors. Notice of the time andplace of special meetings shall be delivered personally or by telephone to each director,or sent by first-class mail or telegram or facsimile transmission, charges prepaid,addressed to him at his address as it appears upon the records of the corporation, or, ifit is not so shown on the records and is not readily ascertainable, at the place at whichthe meetings of the directors are regularly held. In case such notice is mailed, it shallbe deposited in the United States mail at least four (4) days prior to the time of theholding of the meeting. In case such notice is telegraphed or sent by facsimiletransmission, it shall be delivered to a common carrier for transmission to the directoror actually transmitted by the person giving the notice by electronic means to thedirector at least forty-eight (48) hours prior to the time of the holding of the meeting.In case such notice is delivered personally or by telephone at above provided, it shall beso delivered at least twenty-four (24) hours prior to the time of the holding of themeeting. Any notice given personally or by telephone may be communicated to either or thedirector or to a person at the office of the director whom the person giving the noticehas reason to believe will promptly communicate it to the director. Such deposit in themail, delivery to a common carrier, transmission by electronic means or delivery,personally or by telephone, as above provided, shall be due, legal and personal notice tosuch directors. The notice need not specify the place of the meeting it the meeting is tobe held at the principal executive office of the corporation, and need not specify thepurpose of the meeting.

Section 4. Presence of a majority of the authorizednumber of directors at a meeting of the board of directors constitutes a quorum for thetransaction of business, except as hereinafter provided. Members of the board mayparticipate in a meeting through use of conference telephone or similar communicationsequipment, so long as all members participating in such meeting can hear one another. Ameeting at which a quorum is initially present may continue to transact businessnotwithstanding the withdrawal of directors, provided that any action taken is approved byat least a majority of the required quorum for such meeting. A majority of the directorspresent, whether or not a quorum is present, may adjourn any meeting to another time andplace, if the meeting is adjourned for more than twenty-four (24) hours, notice of anyadjournment to another time or place shall be given prior to the time of the adjournedmeeting to the director who were not present at the time of the adjournment.

Section 5. The transactions of any meeting of the boardof directors, however called or noticed or wherever held, shall be as valid as though hadat a meeting duly held after regular call and notice, if a quorum is present, and if,either before or after the meeting, each of the directors not present signs a writtenwaiver of notice, or a consent to holding such meeting, or an approval of the minutesthereof. All such waivers consents or approvals shall be filed with the corporate recordsor made a part of the minutes of the meeting. Notice of a meeting shall also be deemedduly given to any director who attends the meeting without protesting prior thereto or atits commencement, the lack of notice to such director.

Section 6. Any action required or permitted to be takenby the board of directors, may be taken without a meeting if all members of the boardshall individually or collectively consent in writing to such action and each writtenconsent or consents, shall be filed with the minutes of the proceedings of the board. Suchaction by written consent shall have the same force and affect as a unanimous vote of suchdirectors.

Section 7. The provisions of this Article IV shall alsoapply, with necessary change in points of detail, to committees of the board of directors,if any, and to actions by such committees (except for the first sentence of Section 2 ofArticle IV, which shall not apply, and except that special meetings of a committee mayalso be called at any time by any two members of the committee, unless otherwise providedby these bylaws or by the resolution of the board of directors designating suchcommittees. For such purpose, and except as set forth herein, references to "theboard" or "the other board of directors" shall be deemed to refer to eachsuch committee and references to "directors" and "members of theboard" shall be deemed to refer to members of the committee. Committees of the boardof directors may be designated, and shall be subject to the limitations on theirauthority, as provided in section 141 of the Delaware General Corporation Law.

ARTICLE V

Officers

Section 1. The officers of the corporation shall bedesignated from time to time by the board of directors. Any number of offices may be heldby the same person. The officers shall be elected by the board of directors and shall holdoffice at the pleasure of the board.

Chairman of the Board

Section 2. The chairman of the board shall, if present,preside at all meetings of the board of directors and exercise and perform such otherpowers and duties as may be from time to time assigned to him by the board of directors orprescribed by the bylaws. If there is not a president, the chairman of the board shall, inaddition, be the general manager and chief executive officer of the corporation and shallhave the powers and duties prescribed in Section 3 of this Article V of these bylaws.

President

Section 3. Subject to such powers and duties, it any, asmay be prescribed by these bylaws or the board of directors for the chairman of the board,if there be such officer, the president shall be the general manager and chief executiveofficer of the corporation and shall, subject to the control of the board of directors,have general supervision, direction and control of the business and officers of thecorporation. He shall preside at all meetings of the stockholders and, in the absence ofthe chairman of the board, or if there be none, at all meetings of the board of directors.He shall have all of the powers and shall perform all of the duties which are ordinarilyinherent in the office of the president, and he shall have such further powers and shallperform such further duties as may be prescribed for him by the board of directors.

Vice President

Section 4. In the absence of disability, or refusal toact of the president, the vice presidents, if any, the vice president designated by thepresident or the board of directors, shall perform all of the duties of the president andwhen so acting shall have all the powers of and be subject to all the restrictions uponthe president. The vice presidents shall have such powers and perform such other duties asfrom time to time may be prescribed for them, respectively, by the board of directors orthe bylaws.

Secretary

Section 5. The secretary shall keep or cause to be keptat the principal executive office of the corporation or such other place as the board ofdirectors may order, a book of minutes of all proceedings of the stockholders, the boardof directors and committees of the board, with the time and place of holding, whetherregular or special, and if special how authorized, the notice thereof given, the names ofthose present at directors' and committee meetings, and the number of shares present orrepresented at stockholders' meetings. The secretary shall keep or cause to be kept at theprincipal executive office or at the office of the corporation’s transfer agent arecord of stockholders or a duplicate record of stockholders having the names of thestockholders and their addresses, the number of shares and classes of shares held by each,the number and date of certificates issued for the same and the number and date ofcancellation of every certificate for cancellation. The secretary or an assistantsecretary, or, if they are absent or unable or refuse to act, any other officer of theshall give or cause to be given notice of all the meetings of the stockholders, the boardof directors and committees of the board required by the bylaws or by law to be given, andshall keep the seal of the corporation, if any, in safe custody and shall have such otherpowers and perform such other duties as may be prescribed by the board of directors or bythe bylaws.

Section 6. It shall be the duty of the assistantsecretary, if any, to assist the secretary in the performance of the duties of the officeof secretary and generally to perform such other duties as may be delegated to him/her bythe board of directors.

Chief Financial Officer

Section 7. The chief financial officer shall keep andmaintain, or cause to be kept and maintained, adequate and correct books and records ofaccount of the corporation. He shall receive and deposit all moneys and other valuablesbelonging to the corporation in the name and to the credit of the corporation and disbursethe same only in such manner as the board of directors or the appropriate officer of thecorporation may from time to time determine, shall render to the president and the boardof directors, whenever they request it, an account of all his transactions as treasurer,and of the financial condition of the corporation, and he shall perform such furtherduties as the board of directors may require.

Section 8. It shall be the duty of the assistanttreasurer, if any, to assist the chief financial officer in the performance of his dutiesand generally to perform such other duties as may be delegated to him/her by the board ofdirectors.

Section 9. The chief operating officer shall beresponsible for overseeing and directing the scientific operations and personnel of thecorporation, and shall perform such further duties as the board of directors may require.

ARTICLE VI

Amendments

Section 1. New bylaws may be adopted or these bylaws maybe amended or repealed by the board of directors.

ARTICLE VII

Indemnification of Directors and Officers

Section 1. Right to Indemnification. Each person who wasor is made a party to or witness or other participant in or is threatened to be made aparty to or witness or other participant in or is otherwise involved in any action, suitor proceeding, whether civil, criminal, administrative, investigative or other(hereinafter a "Proceeding"), by reason of the fact that he or she, or a personof whom he or she is the legal representative, is or was a director or officer of thecorporation or is or was serving at the request of the corporation as a director, officer,employee or agent of another corporation or of a partnership, joint venture, trust orother enterprise, including service with respect to employee benefit plans, whether thebasis of the proceeding is alleged action in an official capacity as a director, officer,employee or agent or in any other capacity while serving as a director, officer, employeeor agent, shall be indemnified and held harmless by the corporation to the fullest extentauthorized by the Delaware General Corporation Law, as the same exists or may hereafter beamended (but, in the case of any such amendment, only to the extent that such amendmentpermits the corporation to provide broader indemnification rights than said Law permittedthe corporation to provide prior to such amendment), against all expenses, liability andloss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excisetaxes or penalties, amounts paid or to be paid in settlement and all interest, assessmentsand other charges paid or payable in connection with or in respect of such expanse,liability and loss) (hereinafter collectively "expenses") reasonably incurred orsuffered by such person in connection therewith and such indemnification shall continue asto a person who has ceased to be a director, offices, employee or agent and shall inure tothe benefit of his or her heirs, executors and administrators; provided, however, thatexcept as provided in Section 2 of this Article VII, the corporation shall indemnity anysuch person seeking indemnification in connection with a Proceeding (or part thereof)initiated by such person only if such Proceeding (or part thereof) was authorized by theboard of directors of the corporation.

The right to indemnification conferred in this ArticleVII shall be a contract right and shall include the right to be paid by the corporationthe expenses incurred in connection with any proceeding in advance of its finaldisposition; provided, however, that if the Delaware General Corporation Law requires, thepayment of such expenses incurred by a director or officer in his or her capacity as adirector or officer (and not in any other capacity in which service was or is rendered bysuch person while a director or officer, including, without limitation, service to anemployee benefit plan) in advance of the final disposition of a proceeding shall be madeonly upon delivery to the corporation of an undertaking by or an behalf of such directoron officer to repay all amounts so advanced if it shall ultimately be determined that suchdirector or officer is not entitled to be indemnified under this Article VII or otherwise.The corporation may, by action of its board of directors, provide indemnification toemployees and agents of corporation with the same scope and effect as the foregoingindemnification of directors officers.

Section 2. Right of Claimant to Bring Suit. If a claimunder Section 1 of this Article VII is not paid in full by the corporation within thirtydays after a written claim has been received by the corporation, the claimants may at anytime thereafter bring suit against the corporation to recover the unpaid amount of theclaim and, if successful in whole or in part, the claimant shall be entitled to be paidalso the expense of prosecuting such claim. It shall be a defense to any such action(other than an action brought to enforce a claim for expenses incurred in defending anyproceeding in advance of its fiscal disposition where the required undertaking, if any isrequired, has been tendered to the corporation) that the claimant has not met the standardof conduct which make it permissible under the Delaware General Corporation Law for thecorporation to indemnify the claimant for the amount claimed, but the burden of provingsuch defense shall be on the corporation. Neither the failure of the corporation(including its board of directors, independent legal counsel, or its stockholders) to havemade a determination prior to the commencement of such action that indemnification of theclaimant is proper in the circumstances because he or she has met the applicable standardof conduct set forth in the Delaware General Corporation Law, nor an actual determinationby the corporation (including its board of directors, independent legal counsel, or itsstockholders) that the claimant has not met such applicable standard of conduct, shall bea defense to the action or create a presumption that the claimant has not met theapplicable standard of conduct.

Section 3. Non-Exclusivity of Rights. The right toindemnification and the payment of Expenses incurred in a proceeding in advance of itsfinal disposition conferred in this Article VII shall not be exclusive of any other rightwhich any person may have or hereafter acquire under any statute, provision of theCertificate of Incorporation, by-law, agreement, vote of stockholders or disinteresteddirectors or otherwise.

Section 4. Insurance. The corporation may maintaininsurance, at its expense, to protect itself and any person who is or was a director,officer, employee, agent or fiduciary of the corporation or who is or was serving at therequest of the corporation as a director, officer, employee, agent or fiduciary of anothercorporation or of a partnership, joint venture, trust or other enterprise against anyexpenses incurred in a proceeding, whether or not the corporation, would have the power toindemnify such person against such expenses under the Delaware General Corporation Law.

ARTICLE VIII

Shares

Section 1. The corporation shall issue certificates forits shares when fully paid. Certificates of stock shall be issued in numerical order, andstate the name of the recordholder of the shares represented thereby; the number,designation, if any, and class or series at shares represented thereby; and contain anystatement or summary required by law. Every certificate for shares shall be signed in thename of the corporation by the chairman or vice-chairman or the board of directors orother executive officers. The president or vice-president, and the chief financialofficer, the treasurer, the secretary or an assistant secretary, of, in their absence andwith their written delegation, Registrant specifically appointed for the purpose.

Section 2. Upon surrender to the secretary or transferagent of the corporation of a certificate for shares when fully paid, certificates ofstock duly endorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the Secretary of the corporation to issue anew certificate to the person entitled thereto, cancel the old and record the transactionupon its share register.

Section 3. The board of directors may fix a time in thefuture at a record date for the determination of the stockholders entitled to notice ofand to vote at any meeting of stockholders or entitled to receive payment of any dividendor distribution, or any allotment of rights, or to exercise rights in respect to any otherlawful action. The record date no fixed shall not be more than sixty (60) nor less thanten (10) days prior to the date of the meeting or event for the purpose for which it isfixed. When a record data is so fixed, only stockholders of record on that date areentitled to notice of and to vote at the meeting or to receive the dividend, distribution,or allotment of rights, or to exercise any rights as the case may be, notwithstanding anytransfer of any shares on the books of the corporation after the record date.

Section 4. The board of directors may close the books ofthe corporation against transfers of shares during the whole or any part of a period ofnot more than sixty (60) days prior to the date of a stockholder’s meeting, the datewhen the right to any dividend, distribution, or allotment of rights vests, or theeffective date of any change, conversion or exchange of shares.

CERTIFICATE OF SECRETARY

KNOW ALL PERSONS BY THESE PRESENTS:

The undersigned does hereby certify that the**undersignedis****the Secretary of Zaxis International Inc. company, a Corporation duly organizedand existing under and by virtue of the laws of the State of Delaware; that the****aboveand foregoing By-laws of said corporation were duly and regularly adopted and subsequentlyamended by the board of directors of said corporation; and that the above and**foregoingBy-laws are now in full force and affect.

Dated: March 10, 2006

/s/ Ivo Heiden, Secretary