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                                                                     Exhibit 3.7





                                     BYLAWS

                                       OF

                                  ONEPAK, INC.





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                                 MARCH 30, 2005

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                                TABLE OF CONTENTS

Article 1 CORPORATE OFFICES..................................................1

1.1 Business Office..........................................................1
1.2 Registered Office........................................................1

Article 2 SHAREHOLDERS.......................................................1

2.1  Annual Meeting..........................................................1
2.2  Special Meetings........................................................1
2.3  Place of Meetings.......................................................1
2.4  Notice of Meetings......................................................1
2.5  Fixing of Record Date...................................................2
2.6  Voting List.............................................................2
2.7  Meetings by Telecommunication...........................................2
2.8  Shareholder Quorum and Voting Requirements..............................2
2.9  Proxies.................................................................3
2.10 Voting Shares...........................................................3
2.11 Shareholder Action Without a Meeting....................................3
2.12 Waiver..................................................................3

Article 3 BOARD OF DIRECTORS.................................................3

3.1  General Powers..........................................................3
3.2  Number of Directors and Qualification...................................4
3.3  Election and Term of Office.............................................4
3.4  Chairman of the Board of Directors......................................4
3.5  Regular Meetings........................................................4
3.6  Special Meetings........................................................4
3.7  Notice..................................................................4
3.8  Quorum..................................................................5
3.9  Manner of Acting........................................................5
3.10 Vacancies and Newly-Created Directorships...............................5
3.11 Fees and Compensation...................................................5
3.12 Presumption of Assent...................................................5
3.13 Resignations............................................................5
3.14 Action by Written Consent...............................................6
3.15 Meetings by Telephone Conference Call...................................6
3.16 Removal of Directors....................................................6

Article 4 COMMITTEES.........................................................6

4.1 Committees...............................................................6
4.2 Procedures, Meetings and Quorum..........................................6

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Article 5 OFFICERS...........................................................7

5.1  Officers................................................................7
5.2  Appointment, Term of Office and Qualification...........................7
5.3  Resignations............................................................7
5.4  Removal.................................................................7
5.5  Vacancies and Newly-Created Offices.....................................7
5.6  President...............................................................8
5.7  Vice Presidents.........................................................8
5.8  Secretary...............................................................8
5.9  Treasurer...............................................................8
5.10 Assistant Secretaries and Treasurers....................................9
5.11 Salaries................................................................9
5.12 Surety Bonds............................................................9

Article 6 CAPITAL STOCK......................................................9

6.1 Stock Certificates.......................................................9
6.2 Shares Without Certificates.............................................10
6.3 Transfer of Stock.......................................................10
6.4 Restrictions on Transfer or Registration of Shares......................10
6.5 Regulations.............................................................11
6.6 Transfer Agent(s) and Registrar(s)......................................11
6.7 Lost or Destroyed Certificates..........................................11
6.8 Consideration for Shares................................................11

Article 7 INDEMNIFICATION...................................................11

7.1 Indemnification.........................................................11
7.2 Certain Restrictions on Indemnification.................................12
7.3 Mandatory Indemnification...............................................12
7.4 Determination...........................................................12
7.5 General Indemnification.................................................12
7.6 Advances................................................................13
7.7 Scope of Indemnification................................................13
7.8 Insurance...............................................................13

Article 8 FISCAL YEAR.......................................................13

Article 9 DIVIDENDS.........................................................13

Article 10 AMENDMENTS.......................................................13

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                                     BYLAWS

                                       OF

                                  ONEPAK, INC.

                                   ARTICLE 1
                                CORPORATE OFFICES

     1.1 Business  Office.  The  principal  office of the  corporation  shall be
located at such place  either  within or outside the State of Nevada,  as may be
determined  by the Board of  Directors.  The  corporation  may have  such  other
offices,  either within or without the State of Nevada as the Board of Directors
may  designate  or as the business of the  corporation  may require from time to
time.

     1.2 Registered  Office.  The registered  office of the corporation shall be
located  within the State of Nevada and may be, but need not be,  identical with
the principal office (if located within the State of Nevada). The address of the
registered office may be changed from time to time by the Board of Directors.

                                   ARTICLE 2
                                  SHAREHOLDERS

     2.1 Annual Meeting.  The annual meeting of shareholders  shall be held each
year on a date  and at a time  designated  by the  Board  of  Directors.  At the
meeting,  directors  shall be  elected  and any  other  proper  business  may be
transacted. If the election of directors shall not be held on the day designated
for the annual meeting of the shareholders,  or at any adjournment  thereof, the
Board of Directors  shall cause the election to be held at a special  meeting of
the shareholders as soon thereafter as may be convenient.

     2.2 Special Meetings. Special meetings of the shareholders may be called at
any time by the Chairman of the Board,  if any, the  President,  or the Board of
Directors.  Special  meetings  of the  shareholders  may also be  called  by the
holders of not less than one-tenth  (1/10th) of all the shares  entitled to vote
on any issue  proposed  to be  considered  at the  proposed  special  meeting by
delivery of one or more signed and dated written demands for the meeting stating
the purpose for which it is to be held to the  corporation's  Secretary or other
designated officer.

     2.3 Place of Meetings.  Meetings of  shareholders  may be held at any place
within or outside the State of Nevada as  designated  by the Board of Directors.
In the absence of any such designation,  meetings shall be held at the principal
office of the corporation.

     2.4 Notice of Meetings.  Written or printed notice stating the place, date,
and hour of the  meeting,  and in case of a  special  meeting,  the  purpose  or
purposes for which the meeting is called,  shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting, either personally,
by facsimile,  email, regular mail, or express courier by or at the direction of

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the Chairman of the Board of Directors,  the President,  the  Secretary,  or the
officer or person(s) calling the meeting, to each shareholder of record entitled
to vote at such  meeting  or to any other  shareholder  entitled  by the  Nevada
Business  Corporation  Act  (the  "ACT"),  or  the  corporation's   Articles  of
Incorporation to receive notice of the meeting.

     2.5 Fixing of Record Date. For the purpose of determining  shareholders  of
any  voting  group  entitled  to  notice  of  or  to  vote  at  any  meeting  of
shareholders,  or  shareholders  entitled to take action  without a meeting,  or
shareholders  entitled to receive payment of any distribution or dividend, or in
order to make a determination of shareholders for any other proper purpose,  the
Board of  Directors  may fix in advance a date as the record  date.  Such record
date  shall not be more than  seventy  (70) days  prior to the date on which the
particular  action  requiring such  determination  of the  shareholders is to be
taken. If no record date is so fixed by the Board of Directors,  the record date
for the  determination  of such  shareholders  shall be determined in accordance
with the Act.

     2.6 Voting List. The Secretary of the corporation, or such other officer as
directed by the Board of Directors,  shall prepare a list of the names of all of
the  shareholders  who are entitled to be given notice of the meeting.  The list
shall be arranged  by voting  group,  and within  each voting  group by class or
series of shares. The list shall be alphabetical within each class or series and
must show the address  of, and the number of shares  held by, each  shareholder.
The shareholder list must be made available for inspection by any shareholder in
accordance with the Act.

     2.7  Meetings  by  Telecommunication.  Any or all of the  shareholders  may
participate  in an annual or  special  meeting  of the  shareholders  by, or the
meeting may be conducted through the use of, any means of communication by which
all persons participating in the meeting can hear each other during the meeting.

     2.8  Shareholder  Quorum  and  Voting  Requirements.  If the  corporation's
Articles of  Incorporation  or the Act  provides  for voting by a single  voting
group on a matter, action on that matter is taken when voted upon by that voting
group.

     If the  Articles of  Incorporation  or the Act provide for voting by two or
more voting  groups on a matter,  action on that matter is taken only when voted
upon by each of those voting groups counted  separately.  Action may be taken by
one voting  group on a matter even  though no action is taken by another  voting
group entitled to vote on the matter.

     Shares  entitled  to vote as a separate  voting  group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter.  Unless the Articles of  Incorporation,  these Bylaws or the Act provide
otherwise,  a  majority  of the votes  entitled  to be cast on the matter by the
voting  group  constitutes  a quorum of that  voting  group  for  action on that
matter.

     Once a share is  represented  for any  purpose at a  meeting,  it is deemed
present  for  quorum  purposes  for the  remainder  of the  meeting  and for any
adjournment  of that meeting  unless a new record date is or must be set for the
adjourned meeting pursuant to the Act.

     If a  quorum  exists,  action  on a matter  (other  than  the  election  of
directors)  by a voting  group is  approved  if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action,  unless the

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Articles of Incorporation,  these Bylaws, or the Act require a greater number of
affirmative votes.

     2.9 Proxies.  At all meetings of  shareholders,  a shareholder  may vote in
person,  or vote  by a proxy  that is  executed  by the  shareholder  or that is
executed by the shareholder's duly authorized attorney-in-fact,  or by a written
statement of the appointment  transmitted by telegram,  teletype,  telecopy,  or
other electronic  transmission  along with written evidence from which it can be
determined  that the shareholder  transmitted or authorized the  transmission of
the appointment. Such proxy shall be filed with the Secretary of the corporation
or any other person  authorized  to tabulate  votes before or at the time of the
meeting.  No proxy shall be valid after  eleven (11) months from the date of its
execution unless otherwise provided in the proxy.

     2.10 Voting Shares. Each outstanding share, regardless of class, and except
as otherwise  required by the Act,  shall be entitled to one (1) vote,  and each
fractional share is entitled to a corresponding  fractional vote, on each matter
submitted to a vote at a meeting of the shareholders,  except to the extent that
the voting rights of the shares of any class or classes are limited or denied by
the Articles of Incorporation of this corporation as permitted by the Act.

     Redeemable  shares are not entitled to vote after notice of  redemption  is
mailed to the  holders  and a sum  sufficient  to  redeem  the  shares  has been
deposited with a bank, trust company,  or other financial  institution  under an
irrevocable obligation to pay the holders the redemption price upon surrender of
the shares.

     Unless the Articles of Incorporation of this corporation provide otherwise,
at each  election  for  directors,  every  shareholder  entitled to vote at such
election  shall have the right to vote, in person or by proxy,  all of the votes
to which the shareholder's  shares are entitled for as many persons as there are
directors to be elected and for whose election such  shareholder  has a right to
vote.

     2.11 Shareholder Action Without a Meeting.  Except as otherwise provided in
the Act,  any action  that may be taken at any annual or special  meeting of the
shareholders, may be taken without a meeting and without prior notice, if one or
more consents in writing,  setting  forth the action so taken,  is signed by the
holders of  outstanding  shares having not less than the minimum number of votes
that would be  necessary  to  authorize or take the action at a meeting at which
all shares entitled to vote thereon were present and voted.

     2.12 Waiver. A shareholder may waive any required notice in accordance with
the Act.

                                   ARTICLE 3
                               BOARD OF DIRECTORS

     3.1 General Powers. All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the  corporation  shall be managed
under the direction of, the Board of Directors,  subject to any  limitation  set
forth  in  the  Articles  of  Incorporation  or  in  a  shareholder's  agreement
authorized under the Act.

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     3.2 Number of Directors and  Qualification.  The corporation shall have not
less than two (2) nor more than nine (9) directors  unless  otherwise  specified
from time to time by resolution of the Board of  Directors;  provided,  however,
that if the number of  shareholders of the corporation is less than two (2), the
corporation  may have a number of directors  equal to or greater than the number
of  shareholders.  Directors  need not be  residents  of the  State of Nevada or
shareholders of the corporation.

     3.3 Election and Term of Office.  Directors shall be elected at each annual
meeting of the  shareholders  to hold office  until the next  succeeding  annual
meeting.  Each director,  including a director elected to fill a vacancy,  shall
hold  office  until the  expiration  of the term for which  elected  and until a
successor has been elected and qualified.  No decrease in the authorized  number
of  directors  shall have the  effect of  shortening  the term of any  incumbent
director.

     3.4 Chairman of the Board of Directors.  The Board of Directors may elect a
Chairman  of the  Board of  Directors,  which  person  shall  at all  times be a
director.  The Chairman of the Board of Directors,  if such a person is elected,
shall,  if present,  preside at meetings of the Board of Directors  and exercise
and perform such other powers and duties as may from time to time be assigned to
him or her by the Board of Directors or as may be  prescribed  by these  Bylaws.
Unless  otherwise  restricted by law, the Chairman of the Board of Directors may
also be given the duties of an officer of the  corporation,  as well as serve as
an officer, as determined by the Board of Directors. The period(s) of service by
the  Chairman  of the Board of  Directors  shall be  determined  by the Board of
Directors. In the absence of the Chairman of the Board of Directors, if elected,
the Board of Directors may appoint  another  member of the Board of Directors to
conduct the meeting(s) of the Board of Directors.

     3.5 Regular Meetings.  The Board of Directors may provide by resolution the
time and place, either within or without the State of Nevada, for the holding of
regular meetings without notice other than such resolution.

     3.6 Special  Meetings.  Special  meetings of the Board of Directors for any
purpose  or  purposes  may be  called  at any time by or at the  request  of the
Chairman  of the  Board of  Directors,  if any,  the  President,  or any two (2)
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
Nevada, as the place for holding any special meeting of the Board of Directors.

     3.7 Notice.  Notice of the date,  time, and place of any special meeting of
the Board of  Directors  shall be delivered  personally  or by telephone to each
director or sent by mail, express courier, facsimile, or email, charges prepaid,
addressed  to each  director  at that  director's  address as it is shown on the
records of the  corporation.  If the notice is mailed,  it shall be deposited in
the United  States  mail at least two (2) days before the time of the holding of
the meeting.  If the notice is delivered  personally,  by express courier, or by
telephone,  facsimile,  telegraph,  or  email,  it shall be  delivered  at least
twenty-four  (24)  hours  before  the  meeting  begins.  Any oral  notice  given
personally  or by telephone may be  communicated  either to the director or to a
person at the office of the director who the person  giving notice has reason to
believe will promptly  communicate  it to the  director.  Any director may waive
notice of any meeting by delivering a written waiver to the  corporation to file
in its  corporate  records,  and  attendance  of a director  at a meeting  shall
constitute a waiver of notice of such meeting, except where the director attends

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a meeting  for the  express  purpose  of  objecting  to the  transaction  of any
business  because the meeting is not  lawfully  called or convened  and does not
thereafter  vote for or  consent to action  taken at the  meeting.  Neither  the
business to be transacted at, nor the purpose of, any regular or special meeting
of the  Board of  Directors  needs to be  specified  in the  notice or waiver of
notice of such meeting.

     3.8 Quorum.  A majority of the  authorized  number of directors as fixed in
accordance  with these Bylaws shall  constitute a quorum for the  transaction of
business at any meeting of the Board of  Directors,  but if less than a majority
is present at a meeting,  a majority  of the  directors  present may adjourn the
meeting  from  time to time  without  further  notice  until a  quorum  shall be
present.

     3.9 Manner of Acting.  The act of a majority of the directors  present at a
meeting at which a quorum is present  shall,  unless the act of a greater number
of directors is required by the Articles of  Incorporation of the corporation or
these Bylaws, be the act of the Board of Directors.

     3.10 Vacancies and  Newly-Created  Directorships.  Any vacancy occurring in
the Board of Directors may be filled by (a) the affirmative  vote of a plurality
of the shares entitled to vote for directors at a shareholders  meeting at which
a quorum is present,  (b) the  affirmative  vote of a majority of the  remaining
directors,  if a quorum then  remains in office,  or (c) if the  directors  then
remaining in office  constitute  fewer than a quorum of the Board of  Directors,
they may fill the  vacancy  by the  affirmative  vote of a  majority  of all the
directors  remaining in office.  A director  elected to fill a vacancy  shall be
elected for the unexpired  term of his or her  predecessor  in office.  The term
"vacancy" includes any directorship  authorized under Section 3.2 but not filled
by the shareholders at the annual meeting,  whether or not such directorship had
previously been filled.

     3.11 Fees and  Compensation.  Directors may receive such  compensation,  if
any, for their  services and such  reimbursement  of expenses as may be fixed or
determined by  resolution  of the Board of Directors.  This section shall not be
construed  to preclude any director  from serving the  corporation  in any other
capacity as an officer, agent, employee, or otherwise and receiving compensation
for those services.

     3.12  Presumption of Assent.  A director who is present at a meeting of the
Board  of  Directors  when  corporate  action  is taken  is  considered  to have
consented to the action taken at the meeting unless the director  objects at the
beginning of the meeting,  or promptly upon  arrival,  to holding the meeting or
transacting  business at the meeting and does not thereafter vote for or consent
to any action taken at the meeting, or the director  contemporaneously  requests
his or her dissent or  abstention  as to any specific  action to be entered into
the minutes of the meeting,  or the director  causes written notice of a dissent
or abstention as to a specific action to be received by the presiding officer of
the meeting  before  adjournment of the meeting or by the  corporation  promptly
after adjournment of the meeting.

     3.13  Resignations.  A director  may resign at any time by giving a written
notice of resignation to either the Chairman of the Board of Directors,  if any,
the President,  a Vice-President,  or the Secretary or Assistant  Secretary,  if
any. Unless otherwise provided in the resignation,  the resignation shall become
effective  when  the  notice  is  received  by an  officer  or  director  of the

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corporation.  If the  resignation  is effective  at a future time,  the Board of
Directors  may elect a successor  to take office  when the  resignation  becomes
effective.

     3.14  Action by  Written  Consent.  Any  action  required  to be taken at a
meeting of the Board of  Directors of the  corporation  or any other action that
may be taken at a meeting of the Board of Directors  or of a  committee,  may be
taken  without a meeting if a consent in  writing,  setting  forth the action so
taken,  is  signed  by all  of the  directors,  or  all  of the  members  of the
committee,  as the case may be. Such consent shall have the same legal effect as
a unanimous vote of all the directors or members of the  committee,  as the case
may be, and may be described as such in any document or instrument. Action taken
pursuant to this Section is  effective  when the last  director  signs a writing
describing  the  action  taken,  unless  the Board of  Directors  establishes  a
different effective date.

     3.15  Meetings  by  Telephone  Conference  Call.  Members  of the  Board of
Directors,  or  any  committee  designated  by  the  Board  of  Directors,   may
participate in a meeting of the Board of Directors or committee, as the case may
be, by means of conference telephone call or similar communications equipment by
which all persons  participating  in the meeting can hear each other  throughout
the meeting. Participation in such a meeting shall constitute presence in person
at such meeting.

     3.16  Removal  of  Directors.  The  shareholders  may  remove  one or  more
directors  at a meeting  called for that purpose if notice has been given that a
purpose of the meeting is such removal. The removal may be with or without cause
unless the Articles of Incorporation  provide that directors may only be removed
with cause. If a director is elected by a voting group of shareholders, only the
shareholders  of that voting  group may  participate  in the vote to remove such
director.  A director  may be removed only if the number of votes cast to remove
such  director  exceeds  the number of votes cast  against  the  removal of such
director.

                                   ARTICLE 4
                                   COMMITTEES

     4.1 Committees.  The Board of Directors may from time to time by resolution
adopted by a majority of the Board of Directors designate from among its members
one or more committees,  including, but not limited to, a Compensation Committee
and an Audit Committee,  each of which shall have such authority of the Board of
Directors  as may be  specified  in the  resolution  of the  Board of  Directors
designating  such  committee;  provided,  however,  that any such  committee  so
designated  shall not have any powers not allowed under the Act. The chairman of
any such committee shall be designated by the Board of Directors. Each committee
must have at least two (2)  directors as members.  The Board of Directors  shall
have power at any time to change the  members of any such  committee,  designate
alternate  members of any such committee,  and fill all vacancies  therein.  Any
such committee shall serve at the pleasure of the Board of Directors.

     4.2 Procedures,  Meetings and Quorum.  Meetings of any committee designated
by the Board of  Directors  may be held at such times and places as the chairman
of such  committee  shall from time to time  determine.  Notice of such meetings
shall be given within the same times and by the same means as set forth in these
Bylaws for  meetings  of the Board of  Directors.  At every  meeting of any such
committee,  the  presence of a majority of all of the members of such  committee

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<PAGE>

shall be necessary for the  transaction of business,  and the action of any such
committee  must be  authorized  by the  affirmative  vote of a  majority  of the
members present at such meeting at which a quorum is present. Any such committee
shall keep minutes of its proceedings, and all action by such committee shall be
reported to the Board of Directors at its meeting next  succeeding  such action.
Any action by a committee  shall be subject to review by the Board of Directors,
provided, no rights of third parties shall be affected by such review.

                                   ARTICLE 5
                                    OFFICERS

     5.1 Officers.  Except as provided otherwise by a resolution of the Board of
Directors,  the officers of the  corporation  shall be a President,  one or more
Vice Presidents as may be determined by resolution of the Board of Directors,  a
Secretary,  a Treasurer  and such other  officers as  determined by the Board of
Directors in its sole and absolute  discretion.  Any two (2) or more offices may
be held by the same person.  The corporation may also have, at the discretion of
the Board of Directors, one or more Assistant Secretaries, one or more Assistant
Treasurers,  and  such  other  officers  as may be  appointed  by the  Board  of
Directors. Officers need not be shareholders or directors of the corporation.

     5.2  Appointment,  Term of Office and  Qualification.  The  officers of the
corporation  shall be  appointed  by, and serve at the pleasure of, the Board of
Directors, subject to any rights of an officer under any contract of employment.
Appointment of officers shall take place annually or at such other  intervals as
the Board of  Directors  may  determine,  and may be made at  regular or special
meetings of the Board of Directors or by the written  consent of the  directors.
Each officer shall hold office until his or her  successor  shall have been duly
appointed and qualified or until such officer's death,  resignation,  or removal
in the manner provided in these Bylaws.  No officer provided for in this Article
5 need be a director of the corporation nor shall any such officer be a director
unless elected a director in accordance with these Bylaws.

     5.3  Resignations.  Any  officer  may  resign at any time by  delivering  a
written resignation to the Board of Directors,  the President, or the Secretary.
Unless otherwise specified therein, such resignation shall take effect upon such
delivery of the resignation; and, unless otherwise specified in the resignation,
the acceptance of the  resignation  shall not be necessary to make it effective.
Any resignation is without  prejudice to the rights,  if any, of the corporation
under any contract to which the officer is a party.

     5.4  Removal.  Any officer may be removed by the Board of Directors or by a
committee,  if any, if so authorized 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.

     5.5 Vacancies  and  Newly-Created  Offices.  A vacancy in any office may be
filled by the Board of  Directors  at any  regular or special  meeting or by the
unanimous written consent of the directors.

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<PAGE>

     5.6 President. The President shall, subject to the direction and control of
the Board of  Directors,  have general  control and  management of the business,
affairs and policies of the corporation and over its officers and shall see that
all orders and  resolutions  of the Board of Directors  are carried into effect.
The President shall have the power to sign all certificates, contracts and other
instruments on behalf of the corporation.

     5.7 Vice  Presidents.  In the absence or disability of the  President,  the
Vice  Presidents,  in order of their rank as fixed by the Board of Directors or,
if not ranked,  a Vice  President  designated by the Board of  Directors,  shall
perform all 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.  The Vice
Presidents  shall have such other  powers and perform  such other  duties as may
from  time to time be  prescribed  for  them by the  Board of  Directors,  these
Bylaws, the President,  or the Chairman of the Board of Directors,  if any, and,
unless otherwise so prescribed,  the powers and duties customarily vested in the
office of Vice President of a corporation.

     5.8  Secretary.  The  Secretary  shall  keep or cause  to be  kept,  at the
principal  executive  office of the corporation or such other place as the Board
of Directors may direct,  a book of minutes of the  proceedings  of all meetings
of,  and a record  of all  actions  taken  by,  the  Board of  Directors  or any
committees of the Board of Directors.  The Secretary  shall cause all notices of
meetings to be duly given in accordance  with the provisions of these Bylaws and
as required by the Act.

     The Secretary  shall be the  custodian of the corporate  records and of the
seal, if any, of the corporation. Unless otherwise required by applicable law or
by the  Board of  Directors,  the  adoption  or use of a  corporate  seal is not
required.  The  Secretary  shall  see  that  the  books,  reports,   statements,
certificates,  and other documents and records  required by the Act are properly
kept and filed.

     The Secretary  shall have charge of the stock books of the  corporation and
cause the stock and  transfer  books to be kept in such manner as to show at any
time the  amount  of the  stock of the  corporation  of each  class  issued  and
outstanding,  the manner in which and the time when such stock was paid for, the
alphabetically  arranged  names and addresses of the holders of record  thereof,
the number of shares held by each holder, and the time when each became a holder
of record.  The Secretary shall exhibit at all reasonable times to any director,
upon application,  the original or duplicate stock register. The Secretary shall
cause the stock ledger to be kept and exhibited at the  principal  office of the
corporation in the manner and for the purposes  provided by these Bylaws and the
Act.

     The Secretary  shall perform all duties incident to the office of Secretary
and such  other  duties  as are given to him or her by  applicable  law or these
Bylaws or as from time to time may be assigned by the Board of Directors.

     5.9 Treasurer.  The Treasurer shall keep and maintain,  or cause to be kept
and  maintained,  adequate  and  correct  books and  records of  accounts of the
properties and business  transactions of the corporation,  including accounts of
its  assets,  liabilities,  receipts,  disbursements,  gains,  losses,  capital,
retained  earnings,  and shares.  The books of account  shall at all  reasonable
times be open to inspection by any director.

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<PAGE>

     The Treasurer  shall deposit all monies and other valuables in the name and
to the credit of the corporation with such  depositories as may be designated by
the  Board  of  Directors.  The  Treasurer  shall  disburse  the  funds  of  the
corporation  as may be ordered by the Board of  Directors,  shall  render to the
President  and the Board of  Directors,  whenever they request it, an account of
all  transactions  taken as  Treasurer  and of the  financial  condition  of the
corporation,  and shall have such other  powers and perform such other duties as
may be prescribed by the Board of Directors or these Bylaws.

     5.10 Assistant  Secretaries  and Treasurers.  Any Assistant  Secretaries or
Assistant Treasurers elected by the Board of Directors shall perform such of the
duties of the Secretary or the  Treasurer,  respectively,  as may be assigned to
them by the  officers  they  are  elected  to  assist,  or as may  otherwise  be
prescribed for them by the Board of Directors.

     5.11 Salaries.  The salaries or other  compensation  of the officers of the
corporation  shall be fixed from time to time by the Board of Directors,  except
that the Board of  Directors  may delegate to any person or group of persons the
power to fix the  salaries or other  compensation  of any  officers.  No officer
shall be prevented from receiving any such salary or  compensation  by reason of
the fact that he or she is also a director of the corporation.

     5.12 Surety  Bonds.  In the event the Board of Directors  shall so require,
any officer or agent of the  corporation  shall provide the  corporation  with a
bond, in such sum and with such surety or sureties as the Board of Directors may
direct,  conditioned  upon the faithful  performance of his or her duties to the
corporation,  including  responsibility for negligence and for the accounting of
all property,  monies,  or securities of the corporation that may come under his
or her responsibility.

                                   ARTICLE 6
                                  CAPITAL STOCK

     6.1 Stock Certificates. The shares of the corporation may, but need not be,
represented by certificates. If the shares are represented by certificates,  the
certificates shall be signed by the Board of Directors or by two (2) officers as
designated by the Board of Directors.  In the absence of such  designation,  any
two  (2)  of the  following  officers  may  also  sign  such  certificates:  the
President, any Vice-President,  the Secretary, or any Assistant Secretary of the
corporation. The signatures of the designated officers upon a certificate may be
facsimiles  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. In case any officer who has signed or whose facsimile signature
has been  placed  upon such  certificate  shall have  ceased to be such  officer
before such certificate is issued,  it may be issued by the corporation with the
same effect as if he or she were such officer at the date of its issue.

     If the corporation is authorized to issue different  classes of shares or a
different series within a class, the designations, preferences, limitations, and
relative  rights  applicable  to each  class,  the  variations  in  preferences,
limitations,  and relative rights determined for each series,  and the authority
of the Board of  Directors to  determine  variations  for any existing or future
class  or  series,  must be  summarized  on the  front  or  back  of each  share
certificate.  Alternatively,  each  certificate may state  conspicuously  on its

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front or back that the corporation will furnish the shareholder this information
upon written request, without charge.

     Each  certificate  representing  shares  shall  also  state  upon  the face
thereof:

     (a) The name of the issuing  corporation and that it is organized under the
laws of the State of Nevada.

     (b) The name of the person to whom the certificate is issued.

     (c) The number and class of shares,  and the designation of the series,  if
any, which such certificate represents.

     There shall be entered upon the stock transfer books of the  corporation at
the time of issuance of each share,  the number of the certificate  issued,  the
name and address of the person owning the shares represented thereby, the number
and kind,  class,  or series of such shares,  and the date of issuance  thereof.
Every  certificate  exchanged  or  returned to the  corporation  shall be marked
"Canceled" with the date of cancellation.  Unless otherwise required by the Act,
or by the Board of Directors in accordance  with  applicable  law, the foregoing
with  respect  to  shares  does  not  affect  shares   already   represented  by
certificates.

     6.2 Shares Without  Certificates.  The Board of Directors may authorize the
issuance  of some or all of the shares of any or all of the classes or series of
the corporation's stock without certificates.  The authorization does not affect
shares already  represented by  certificates  until they are  surrendered to the
corporation.  Within a reasonable  time after the issuance or transfer of shares
without  certificates,  the  corporation  shall send the  shareholder  a written
statement of the  information  required on certificates as stated in Section 6.1
of these Bylaws.

     6.3 Transfer of Stock. Transfers of stock shall be made only upon the stock
transfer  books  of  the  corporation  kept  at  the  principal  office  of  the
corporation  or by the transfer  agent(s)  designated to transfer  shares of the
stock of the corporation. Except where a certificate is issued in replacement of
a lost or destroyed  certificate  as provided in these  Bylaws,  an  outstanding
certificate  for  the  number  of  shares  involved  shall  be  surrendered  for
cancellation  before a new certificate is issued  therefor.  Except as otherwise
provided by law, the corporation and the transfer agent(s) and registrar(s),  if
any,  shall be  entitled to treat the holder of record of any share or shares of
stock as the absolute owner thereof for all purposes and, accordingly, shall not
be bound to  recognize  any legal,  equitable,  or other claim to or interest in
such share or shares on the part of any other  person  whether or not it or they
shall have express or other notice thereof.

     6.4  Restrictions  on  Transfer  or  Registration  of Shares.  The Board of
Directors may, as they may deem expedient,  impose  restrictions on the transfer
or registration of transfer of shares of the  corporation.  The restriction does
not affect shares issued before the  restriction  was adopted unless the holders
of the shares are parties to the restriction  agreement or voted in favor of the
restriction or otherwise consented to the restriction.

     The  restriction on the transfer or  registration  of transfer of shares is
valid and enforceable  against the holder or a transferee of the holder,  if the
restriction is authorized by the Act and its existence is noted conspicuously on

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<PAGE>

the front or back of the certificate,  or if the restriction is contained in the
information  statement  that  is  sent  to  shareholders  whose  shares  are not
represented by certificates pursuant to Section 6.2 of these Bylaws.

     6.5  Regulations.  Subject  to the  provisions  of these  Bylaws and of the
Articles  of  Incorporation,  the Board of  Directors  may make  such  rules and
regulations  as  it  may  deem  expedient  concerning  the  issuance,  transfer,
redemption,  and  registration  of  certificates  for shares of the stock of the
corporation.

     6.6 Transfer Agent(s) and Registrar(s).  The Board of Directors may appoint
one or more transfer  agent(s) and one or more  registrar(s) with respect to the
certificates  representing  shares of stock of the corporation,  and may require
all such  certificates  to bear the  signature  of either or both.  The Board of
Directors  may from time to time define the  respective  duties of such transfer
agent(s) and registrar(s).

     6.7 Lost or Destroyed Certificates. In the event of the loss or destruction
of any certificate of stock, another may be issued in its place pursuant to such
regulations  as the Board of Directors  may establish  concerning  proof of such
loss,  theft, or destruction and concerning the giving of a satisfactory bond or
bonds of indemnity.

     6.8  Consideration  for Shares.  The Board of Directors  may  authorize the
issuance of shares for  consideration  consisting  of any tangible or intangible
property or benefits  to the  corporation,  including  cash,  promissory  notes,
services performed,  contracts or arrangements for services to be performed,  or
other securities of the corporation. The terms and conditions of any tangible or
intangible  property or benefit to be provided in the future to the corporation,
including  contracts or arrangements for services to be performed,  shall be set
forth  in  writing.  The  corporation  may  place in  escrow  shares  issued  in
consideration for contracts, arrangements for future services or benefits, or in
consideration  of a  promissory  note,  or make other  arrangements  to restrict
transfer  of the  shares  issued  for any  such  consideration,  and may  credit
distributions  in respect of the shares  against  the  purchase  price until the
services are performed,  the note is paid, or the payments are received.  If the
specified  future  services  are not  performed,  the note is not  paid,  or the
benefits  are  not   received,   the  shares   escrowed  or  restricted  or  the
distributions credited may be canceled in whole or in part.

                                   ARTICLE 7
                                 INDEMNIFICATION

     7.1 Indemnification. Except as provided in Section 7.2 of these Bylaws, the
corporation  may, to the maximum extent and in the manner  permitted by the Act,
indemnify an individual made a party to a proceeding because he or she is or was
a director, officer, employee,  fiduciary, or agent of the corporation,  against
liability incurred in the proceeding if his or her conduct was in good faith, he
or she  reasonably  believed  that his or her conduct was in, or not opposed to,
the corporation's best interests, and in the case of any criminal proceeding, he
or she had no  reasonable  cause to believe  his or her  conduct  was  unlawful.
Termination of the proceeding by judgment, order, settlement, conviction, upon a
plea of nolo contendere or its equivalent, is not, of itself, determinative that

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<PAGE>

the director, officer, employee, fiduciary, or agent of the corporation, did not
meet the standard of conduct described in this Section 7.1.

     7.2  Certain  Restrictions  on  Indemnification.  The  corporation  may not
indemnify a director, officer, employee,  fiduciary, or agent of the corporation
under Section 7.1 of these Bylaws,  in connection with a proceeding by or in the
right  of a  corporation  in  which  such  party  was  adjudged  liable  to  the
corporation, or in connection with any other proceeding charging that such party
derived an improper personal benefit,  whether or not involving action in his or
her official capacity,  in which proceeding he or she was adjudged liable on the
basis that he or she derived an improper personal benefit.

     7.3 Mandatory  Indemnification.  The corporation shall indemnify a director
or officer of the corporation who was successful, on the merits or otherwise, in
the defense of any proceeding,  or in the defense of any claim, issue, or matter
in the proceeding,  to which he or she was a party because he or she is or was a
director or officer of the corporation,  against reasonable expenses incurred by
him or her in connection  with the  proceeding or claim with respect to which he
or she has been successful.

     7.4 Determination.  The corporation may not indemnify a director,  officer,
employee,  fiduciary,  or agent of the  corporation  under  Section 7.1 of these
Bylaws unless  authorized and a  determination  has been made in a specific case
that  indemnification of such party is permissible in the circumstances  because
such party has met the  applicable  standard of conduct set forth in Section 7.1
of these  Bylaws.  Such  determination  shall be made either (a) by the Board of
Directors  by majority  vote of those  present at a meeting at which a quorum is
present,  and only  those  directors  not  parties to the  proceedings  shall be
counted  in  satisfying  the  quorum  requirement,  (b) if a  quorum  cannot  be
obtained,  by majority vote of a committee of the Board of Directors  designated
by the Board of  Directors,  which  committee  shall  consist of two (2) or more
directors not parties to the  proceeding,  except that the directors who are not
parties to the  proceeding may  participate in the  designation of directors for
the committee,  (c) by special legal counsel  selected by the Board of Directors
or a committee of the Board of Directors in the manner prescribed by the Act, or
(d) by the  shareholders,  by a  majority  of the votes  entitled  to be cast by
holders of  qualified  shares  present  in person or by proxy at a meeting.  The
majority of the votes entitled to be cast by the holders of all qualified shares
constitutes a quorum for purposes of action that complies with this Section 7.4.
Shareholders'  action  that  otherwise  complies  with this  Section  7.4 is not
affected  by the  presence of  holders,  or the  voting,  of shares that are not
qualified shares as determined under the Act.

     7.5  General  Indemnification.   The  indemnification  and  advancement  of
expenses  provided by this  Article 7 shall not be  construed to be exclusive of
any other rights to which a person  seeking  indemnification  or  advancement of
expenses may be entitled under the Articles of Incorporation,  these Bylaws, any
agreement,  any vote of shareholders or disinterested  directors,  or otherwise,
both as to action in his or her  official  capacity  and as to action in another
capacity while holding such office.

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<PAGE>

     7.6 Advances.  The  corporation  in accordance  with the Act may pay for or
reimburse the reasonable expenses incurred by any director,  officer,  employee,
fiduciary, or agent of the corporation who is a party to a proceeding in advance
of  final  disposition  of  the  proceeding  if (a)  such  party  furnishes  the
corporation a written affirmation of his or her good faith belief that he or she
has met the  applicable  standard of conduct  described  in Section 7.1 of these
Bylaws, (b) such party furnishes to the corporation a written undertaking in the
form required by the Act, executed  personally or on his or her behalf, to repay
the  advance  if it is  ultimately  determined  that he or she did not  meet the
applicable  standard of conduct,  and (c) a determination is made that the facts
then known to those making a  determination  would not preclude  indemnification
under this Article 7.

     7.7 Scope of Indemnification. Except as otherwise provided in these Bylaws,
the indemnification and advancement of expenses authorized by this Article 7 are
intended to permit the corporation to indemnify to the fullest extent  permitted
by the laws of the State of Nevada, any and all persons whom it shall have power
to  indemnify  under  such laws from and  against  any and all of the  expenses,
liabilities,  or other  matters  referred  to in or covered  by such  laws.  Any
indemnification  or advancement of expenses  hereunder  shall,  unless otherwise
provided when the  indemnification  or  advancement of expenses is authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee,  fiduciary, or agent of the corporation and shall inure to the benefit
of such person's heirs, executors, and administrators.

     7.8  Insurance.   The  corporation  may  purchase  and  maintain  liability
insurance  on behalf of a person who is or was a  director,  officer,  employee,
fiduciary,  or agent of the  corporation,  or who,  while serving as a director,
officer, employee,  fiduciary, or agent of the corporation, is or was serving at
the  request  of the  corporation  as a  director,  officer,  partner,  trustee,
employee,  fiduciary,  or agent of another foreign or domestic  corporation,  or
other person, or of an employee benefit plan, against liability asserted against
or  incurred  by him or her in any such  capacity  or arising  out of his or her
status in any such capacity, whether or not the corporation would have the power
to  indemnify  him or her against the  liability  under the  provisions  of this
Article  7 or the laws of the  State of  Nevada,  as the same may  hereafter  be
amended or modified.

                                   ARTICLE 8
                                   FISCAL YEAR

     The fiscal  year of the  corporation  shall be fixed by  resolution  of the
Board of Directors.

                                   ARTICLE 9
                                    DIVIDENDS

     The Board of Directors may from time to time declare,  and the  corporation
may pay,  dividends on its  outstanding  shares in the manner and upon the terms
and conditions provided by applicable law.

                                   ARTICLE 10
                                   AMENDMENTS

     These  Bylaws  may  be  amended  by  the  Board  of  Directors  or  by  the
shareholders.

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<PAGE>

                        CERTIFICATE OF ADOPTION OF BYLAWS

                                       OF

                                  ONEPAK, INC.

     The undersigned  hereby certifies that Steven V. Andon is the duly elected,
qualified,  and acting  Secretary of OnePak,  Inc. and that the foregoing Bylaws
were  submitted  to and  approved  and adopted by the Board of  Directors of the
corporation  by an Action by  Written  Consent of the Board of  Directors  dated
March 30, 2005.

     DATED this 30th day of March, 2005.


                                   /s/ Steven V. Andon
                                   ---------------------------------------
                                   Steven V. Andon, Secretary