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BYLAWS, AS AMENDEDOF
  NORPAC TECHNOLOGIES, INC.

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

Section 1. Registered Office.
  The registered office of NorPac Technologies, Inc. (the Corporation)
  in the State of Nevada shall be in the City of Las Vegas, State of Nevada.

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

ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal.The corporate seal shall consist of a die bearing the name of the Corporation
  and the inscription, Corporate Seal-Nevada." Said seal may be used by
  causing it or a facsimile thereof to be impressed or affixed or reproduced or
  otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

Section 4. Place of Meetings.Meetings of the stockholders of the Corporation shall be held at such place,
  either within or without the State of Nevada, as may be designated from time
  to time by the Board of Directors, or, if not so designated, then at the office
  of the Corporation required to be maintained pursuant to Section 2 hereof.

Section 5. Annual Meeting.

(a) The annual meeting of the
  stockholders of the Corporation, for the purpose of election of directors and
  for such other business as may lawfully come before it, shall be held on such
  date and at such time as may be designated from time to time by the Board of
  Directors.

(b) At an annual meeting of
  the stockholders, only such business shall be conducted as shall have been properly
  brought before the meeting. To be properly brought before an annual meeting,
  business must be: (A) specified in the notice of meeting (or any supplement
  thereto) given by or at the direction of the Board of Directors, (B) otherwise
  properly brought before the meeting by or at the direction of the Board of Directors,
  or (C) otherwise properly brought before the meeting by a stockholder. For business
  to be properly brought before an annual meeting by a stockholder, the stockholder
  must have given timely notice thereof in writing to the Secretary of the Corporation.
  To be timely, a stockholder's notice must be delivered to or mailed and received
  at the principal executive offices of the Corporation not later than the close
  of

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business on the sixtieth (60th) day nor earlier than the close
  of business on the ninetieth (90th) day prior to the first anniversary of the
  preceding year's annual meeting; provided, however, that in the event that no
  annual meeting was held in the previous year or the date of the annual meeting
  has been changed by more than thirty (30) days from the date contemplated at
  the time of the previous year's proxy statement, notice by the stockholder to
  be timely must be so received not earlier than the close of business on the
  ninetieth (90th) day prior to such annual meeting and not later than the close
  of business on the later of the sixtieth (60th) day prior to such annual meeting
  or, in the event public announcement of the date of such annual meeting is first
  made by the Corporation fewer than seventy (70) days prior to the date of such
  annual meeting, the close of business on the tenth (10th) day following the
  day on which public announcement of the date of such meeting is first made by
  the Corporation. A stockholder's notice to the Secretary shall set forth as
  to each matter the stockholder proposes to bring before the annual meeting:
  (i) a brief description of the business desired to be brought before the annual
  meeting and the reasons for conducting such business at the annual meeting,
  (ii) the name and address, as they appear on the Corporation's books, of the
  stockholder proposing such business, (iii) the class and number of shares of
  the Corporation which are beneficially owned by the stockholder, (iv) any material
  interest of the stockholder in such business and (v) any other information that
  is required to be provided by the stockholder pursuant to Regulation 14A under
  the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity
  as a proponent to a stockholder proposal. Notwithstanding the foregoing, in
  order to include information with respect to a stockholder proposal in the proxy
  statement and form of proxy for a stockholder's meeting, stockholders must provide
  notice as required by the regulations promulgated under the 1934 Act. Notwithstanding
  anything in these Bylaws to the contrary, no business shall be conducted at
  any annual meeting except in accordance with the procedures set forth in this
  paragraph (b). The chairman of the annual meeting shall, if the facts warrant,
  determine and declare at the meeting that business was not properly brought
  before the meeting and in accordance with the provisions of this paragraph (b),
  and, if he should so determine, he shall so declare at the meeting that any
  such business not properly brought before the meeting shall not be transacted.

(c) Only persons who are confirmed
  in accordance with the procedures set forth in this paragraph (c) shall be eligible
  for election as directors. Nominations of persons for election to the Board
  of Directors of the Corporation may be made at a meeting of stockholders by
  or at the direction of the Board of Directors or by any stockholder of the Corporation
  entitled to vote in the election of directors at the meeting who complies with
  the notice procedures set forth in this paragraph (c). Such nominations, other
  than those made by or at the direction of the Board of Directors, shall be made
  pursuant to timely notice in writing to the Secretary of the Corporation in
  accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's
  notice shall set forth (i) as to each person, if any, whom the stockholder proposes
  to nominate for election or re-election as a director: (A) the name, age, business
  address and residence address of such person, (B) the principal occupation or
  employment of such person, (c) the class and number of shares of the Corporation
  which are beneficially owned by such person, (D) a description of all arrangements
  or understandings between the stockholder and each nominee and any other person
  or persons (naming such person or persons) pursuant to which the nominations
  are to be made by the stockholder, and (E) any other information relating to
  such person that is required to be disclosed in solicitations of proxies for
  election of directors, or is otherwise required, in each case pursuant to Regulation
  14A under the 1934 Act (including without limitation such person's written consent
  to being named in the proxy statement, if any, as a nominee and to serving as
  a director if elected); and (ii) as to such stockholder giving notice, the information
  required to be provided pursuant to paragraph (b) of this Section 5. At the
  request of the Board of Directors, any person nominated by a stockholder for
  election as a director shall furnish to the Secretary of the Corporation that
  information required to be set forth in the stockholder's notice of nomination
  which pertains to the nominee. No person shall be eligible for election as a
  director of the Corporation unless nominated in accordance with the procedures
  set forth in this paragraph (c). The chairman of the meeting shall, if the facts
  warrant, determine and declare at the meeting that a nomination was not made
  in accordance with the procedures prescribed by these Bylaws, and if he should
  so determine, he shall so declare at the meeting, and the defective nomination
  shall be disregarded.

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

Section 6. Special Meetings.

(a) Special meetings of the
  stockholders of the Corporation may be called, for any purpose or purposes,
  by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer,
  or (iii) the Board of Directors pursuant to a resolution adopted by a majority
  of the total number of authorized directors (whether or not there exist any
  vacancies in previously authorized directorships at the time any such resolution
  is presented to the Board of Directors for adoption), and shall be held at such
  place, on such date, and at such time as the Board of Directors, shall determine.

(b) If a special meeting is
  called by any person or persons other than the Board of Directors, the request
  shall be in writing, specifying the general nature of the business proposed
  to be transacted, and shall be delivered personally or sent by registered mail
  or by telegraphic or other facsimile transmission to the Chairman of the Board
  of Directors, the Chief Executive Officer, or the Secretary of the Corporation.
  No business may be transacted at such special meeting otherwise than specified
  in such notice. The Board of Directors shall determine the time and place of
  such special meeting, which shall be held not less than thirty-five (35) nor
  more than one hundred twenty (120) days after the date of the receipt of the
  request. Upon determination of the time and place of the meeting, the officer
  receiving the request shall cause notice to be given to the stockholders entitled
  to vote, in accordance with the provisions of Section 7 of these Bylaws. If
  the notice is not given within sixty (60) days after the receipt of the request,
  the person or persons requesting the meeting may set the time and place of the
  meeting and give the notice. Nothing contained in this paragraph (b) shall be
  construed as limiting, fixing, or affecting the time when a meeting of stockholders
  called by action of the Board of Directors may be held.

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

Section 8. Quorum.At
  all meetings of stockholders, except where otherwise provided by statute or
  by the Articles of Incorporation, or by these Bylaws, the presence, in person
  or by proxy duly authorized, of the holder or holders of not less than one percent
  (1%) of the outstanding shares of stock entitled to vote shall constitute a
  quorum for the transaction of business. In the absence of a quorum, any meeting
  of stockholders may be adjourned, from time to time, either by the chairman
  of the meeting or by vote of the holders of a majority of the shares represented
  thereat, but no other business shall be transacted at such meeting. The stockholders
  present at a duly called or convened meeting, at which a quorum is present,
  may continue to transact business until adjournment, notwithstanding the withdrawal
  of enough stockholders to leave less than a quorum. Except as otherwise provided
  by law, the Articles of Incorporation or these Bylaws, all action taken by the
  holders of a majority of the votes cast, excluding abstentions, at any meeting
  at which a quorum is present shall be valid and binding upon the Corporation;
  provided, however, that directors shall be elected by a plurality of the votes
  of the shares present in person or represented by proxy

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at the meeting and entitled to vote on the election of directors.
  Where a separate vote by a class or classes or series is required, except where
  otherwise provided by the statute or by the Articles of Incorporation or these
  Bylaws, a majority of the outstanding shares of such class or classes or series,
  present in person or represented by proxy, shall constitute a quorum entitled
  to take action with respect to that vote on that matter and, except where otherwise
  provided by the statute or by the Articles of Incorporation or these Bylaws,
  the affirmative vote of the majority (plurality, in the case of the election
  of directors) of the votes cast, including abstentions, by the holders of shares
  of such class or classes or series shall be the act of such class or classes
  or series.

Section 9. Adjournment and
  Notice of Adjourned Meetings.Any meeting of stockholders, whether annual
  or special, may be adjourned from time to time either by the chairman of the
  meeting or by the vote of a majority of the shares casting votes, excluding
  abstentions. When a meeting is adjourned to another time or place, notice need
  not be given of the adjourned meeting if the time and place thereof are announced
  at the meeting at which the adjournment is taken. At the adjourned meeting,
  the Corporation may transact any business which might have been transacted at
  the original meeting. If the adjournment is for more than thirty (30) days or
  if after the adjournment a new record date is fixed for the adjourned meeting,
  a notice of the adjourned meeting shall be given to each stockholder of record
  entitled to vote at the meeting.

Section 10. Voting Rights.For the purpose of determining those stockholders entitled to vote at any
  meeting of the stockholders, except as otherwise provided by law, only persons
  in whose names shares stand on the stock records of the Corporation on the record
  date, as provided in Section 12 of these Bylaws, shall be entitled to vote at
  any meeting of stockholders. Every person entitled to vote shall have the right
  to do so either in person or by an agent or agents authorized by a proxy granted
  in accordance with Nevada law. An agent so appointed need not be a stockholder.
  No proxy shall be voted after three (3) years from its date of creation unless
  the proxy provides for a longer period.

Section 11. Joint Owners
  of Stock.If shares or other securities having voting power stand of record
  in the names of two (2) or more persons, whether fiduciaries, members of a partnership,
  joint tenants, tenants in common, tenants by the entirety, or otherwise, or
  if two (2) or more persons have the same fiduciary relationship respecting the
  same shares, unless the Secretary is given written notice to the contrary and
  is furnished with a copy of the instrument or order appointing them or creating
  the relationship wherein it is so provided, their acts with respect to voting
  shall have the following effect: (a) if only one (1) votes, his act binds all;
  (b) if more than one (1) votes, the act of the majority so voting binds all;
  (c) if more than one (1) votes, but the vote is evenly split on any particular
  matter, each faction may vote the securities in question proportionally, or
  may apply to the Nevada Court of Chancery for relief as provided in the General
  Corporation Law of Nevada, Section 217(b). If the instrument filed with the
  Secretary shows that any such tenancy is held in unequal interests, a majority
  or even-split for the purpose of subsection (c) shall be a majority or even-split
  in interest.

Section 12. List of Stockholders.The Secretary shall prepare and make, at least ten (10) days before every
  meeting of stockholders, a complete list of the stockholders entitled to vote
  at said meeting, arranged in alphabetical order, showing the address of each
  stockholder and the number of shares registered in the name of each stockholder.
  Such list shall be open to the examination of any stockholder, for any purpose
  germane to the meeting, during ordinary business hours, for a period of at least
  ten (10) days prior to the meeting, either at a place within the city where
  the meeting is to be held, which place shall be specified in the notice of the
  meeting, or, if not specified, at the place where the meeting is to be held.
  The list shall be produced and kept at the time and place of meeting during
  the whole time thereof and may be inspected by any stockholder who is present.

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Section 13. Action Without
  Meeting.No action shall be taken by the stockholders except at an annual
  or special meeting of stockholders called in accordance with these Bylaws, or
  by the written consent of the shareholders in accordance with Chapter 78 of
  the Nevada Revised Statutes.

Section 14. Organization.

(a) At every meeting of stockholders,
  the Chairman of the Board of Directors, or, if a Chairman has not been appointed
  or is absent, the President, or, if the President is absent, a chairman of the
  meeting chosen by a majority in interest of the stockholders entitled to vote,
  present in person or by proxy, shall act as chairman. The Secretary, or, in
  his absence, an Assistant Secretary directed to do so by the President, shall
  act as secretary of the meeting.

(b) The Board of Directors of
  the Corporation shall be entitled to make such rules or regulations for the
  conduct of meetings of stockholders as it shall deem necessary, appropriate
  or convenient. Subject to such rules and regulations of the Board of Directors,
  if any, the chairman of the meeting shall have the right and authority to prescribe
  such rules, regulations and procedures and to do all such acts as, in the judgment
  of such chairman, are necessary, appropriate or convenient for the proper conduct
  of the meeting, including, without limitation, establishing an agenda or order
  of business for the meeting, rules and procedures for maintaining order at the
  meeting and the safety of those present, limitations on participation in such
  meeting to stockholders of record of the Corporation and their duly authorized
  and constituted proxies and such other persons as the chairman shall permit,
  restrictions on entry to the meeting after the time fixed for the commencement
  thereof, limitations on the time allotted to questions or comments by participants
  and regulation of the opening and closing of the polls for balloting on matters
  which are to be voted on by ballot. Unless and to the extent determined by the
  Board of Directors or the chairman of the meeting, meetings of stockholders
  shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section 15. Number and Qualification.The authorized number of directors of the Corporation shall be not less
  than one (1) nor more than twelve (12) as fixed from time to time by resolution
  of the Board of Directors; provided that no decrease in the number of
  directors shall shorten the term of any incumbent directors. Directors need
  not be stockholders unless so required by the Articles of Incorporation. If
  for any cause, the directors shall not have been elected at an annual meeting,
  they may be elected as soon thereafter as convenient at a special meeting of
  the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16. Powers.The
  powers of the Corporation shall be exercised, its business conducted and its
  property controlled by the Board of Directors, except as may be otherwise provided
  by statute or by the Articles of Incorporation.

Section 17. Election and
  Term of Office of Directors.Members of the Board of Directors shall hold
  office for the terms specified in the Articles of Incorporation, as it may be
  amended from time to time, and until their successors have been elected as provided
  in the Articles of Incorporation.

Section 18. Vacancies.
  Unless otherwise provided in the Articles of Incorporation, any vacancies on
  the Board of Directors resulting from death, resignation, disqualification,
  removal or other causes and any newly created directorships resulting from any
  increase in the number of directors, shall unless the Board of Directors determines
  by resolution that any such vacancies or newly created

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directorships shall be filled by stockholder vote, be filled
  only by the affirmative vote of a majority of the directors then in office,
  even though less than a quorum of the Board of Directors. Any director elected
  in accordance with the preceding sentence shall hold office for the remainder
  of the full term of the director for which the vacancy was created or occurred
  and until such director's successor shall have been elected and qualified. A
  vacancy in the Board of Directors shall be deemed to exist under this Bylaw
  in the case of the death, removal or resignation of any director.

Section 19. Resignation.
  Any director may resign at any time by delivering his written resignation to
  the Secretary, such resignation to specify whether it will be effective at a
  particular time, upon receipt by the Secretary or at the pleasure of the Board
  of Directors. If no such specification is made, it shall be deemed effective
  at the pleasure of the Board of Directors. When one or more directors shall
  resign from the Board of Directors, effective at a future date, a majority of
  the directors then in office, including those who have so resigned, shall have
  power to fill such vacancy or vacancies, the vote thereon to take effect when
  such resignation or resignations shall become effective, and each director so
  chosen shall hold office for the unexpired portion of the term of the director
  whose place shall be vacated and until his successor shall have been duly elected
  and qualified.

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

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

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

Section 21. Meetings.

(a) Annual Meetings.The
  annual meeting of the Board of Directors shall be held immediately after the
  annual meeting of stockholders and at the place where such meeting is held.
  No notice of an annual meeting of the Board of Directors shall be necessary
  and such meeting shall be held for the purpose of electing officers and transacting
  such other business as may lawfully come before it.

(b) Regular Meetings.Except
  as hereinafter otherwise provided, regular meetings of the Board of Directors
  shall be held in the office of the Corporation required to be maintained pursuant
  to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation,
  regular meetings of the Board of Directors may also be held at any place within
  or without the state of Nevada which has been designated by resolution of the
  Board of Directors or the written consent of all directors.

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

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

(e) Notice of Meetings.Notice
  of the time and place of all special meetings of the Board of Directors shall
  be orally or in writing, by telephone, facsimile, telegraph or telex, during
  normal business hours, at least twenty-four (24) hours before the date and time
  of the meeting, or sent in writing to each director by first class mail, charges
  prepaid, at least three (3) days before the date of the meeting. Notice of

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any meeting may be waived in writing at any time before or
  after the meeting and will be waived by any director by attendance thereat,
  except when the director attends the meeting for the express purpose of objecting,
  at the beginning of the meeting, to the transaction of any business because
  the meeting is not lawfully called or convened.

(f) Waiver of Notice.
  The transaction of all business at any meeting of the Board of Directors, or
  any committee thereof, however called or noticed, or wherever held, shall be
  as valid as though had at a meeting duly held after regular call and notice,
  if a quorum be present and if, either before or after the meeting, each of the
  directors not present shall sign a written waiver of notice. All such waivers
  shall be filed with the corporate records or made a part of the minutes of the
  meeting.

Section 22. Quorum and Voting.

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

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

Section 23. Action Without
  Meeting. Unless otherwise restricted by the Articles of Incorporation or
  these Bylaws, any action required or permitted to be taken at any meeting of
  the Board of Directors or of any committee thereof may be taken without a meeting,
  if all members of the Board of Directors or committee, as the case may be, consent
  thereto in writing, and such writing or writings are filed with the minutes
  of proceedings of the Board of Directors or committee.

Section 24. Fees and Compensation.Directors shall be entitled to such compensation for their services as may
  be approved by the Board of Directors, including, if so approved, by resolution
  of the Board of Directors, a fixed sum and expenses of attendance, if any, for
  attendance at each regular or special meeting of the Board of Directors and
  at any meeting of a committee of the Board of Directors. Nothing herein contained
  shall be construed to preclude any director from serving the Corporation in
  any other capacity as an officer, agent, employee, or otherwise and receiving
  compensation therefor.

Section 25. Committees.

(a) Executive Committee.The Board of Directors may by resolution passed by a majority of the whole
  Board of Directors appoint an Executive Committee to consist of one (1) or more
  members of the Board of Directors. The Executive Committee, to the extent permitted
  by law and provided in the resolution of the Board of Directors shall have and
  may exercise all the powers and authority of the Board of Directors in the management
  of the business and affairs of the Corporation, including without limitation
  the power or authority to declare a dividend, to authorize the issuance of stock
  and to adopt a certificate of ownership and merger, and may authorize the seal
  of the Corporation to be affixed to all papers which may require it; but no
  such committee shall have the power or authority in reference to amending the
  Articles of Incorporation (except that a committee may, to the extent authorized
  in the resolution or resolutions providing for the issuance of shares of stock
  adopted by the Board of Directors fix the designations and any of the

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preferences or rights of such shares relating to dividends,
  redemption, dissolution, any distribution of assets of the Corporation or the
  conversion into, or the exchange of such shares for, shares of any other class
  or classes or any other series of the same or any other class or classes of
  stock of the Corporation or fix the number of shares of any series of stock
  or authorize the increase or decrease of the shares of any series), adopting
  an agreement of merger or consolidation, recommending to the stockholders the
  sale, lease or exchange of all or substantially all of the Corporation's property
  and assets, recommending to the stockholders a dissolution of the Corporation
  or a revocation of a dissolution, or amending the bylaws of the Corporation.

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

(c) Term.Each member
  of a committee of the Board of Directors shall serve a term on the committee
  coexistent with such member's term on the Board of Directors. The Board of Directors,
  subject to the provisions of subsections (a) or (b) of this Bylaw may at any
  time increase or decrease the number of members of a committee or terminate
  the existence of a committee. The membership of a committee member shall terminate
  on the date of his death or voluntary resignation from the committee or from
  the Board of Directors. The Board of Directors may at any time for any reason
  remove any individual committee member and the Board of Directors may fill any
  committee vacancy created by death, resignation, removal or increase in the
  number of members of the committee. The Board of Directors may designate one
  or more directors as alternate members of any committee, who may replace any
  absent or disqualified member at any meeting of the committee, and, in addition,
  in the absence or disqualification of any member of a committee, the member
  or members thereof present at any meeting and not disqualified from voting,
  whether or not he or they constitute a quorum, may unanimously appoint another
  member of the Board of Directors to act at the meeting in the place of any such
  absent or disqualified member.

(d) Meetings.Unless
  the Board of Directors shall otherwise provide, regular meetings of the Executive
  Committee or any other committee appointed pursuant to this Section 25 shall
  be held at such times and places as are determined by the Board of Directors,
  or by any such committee, and when notice thereof has been given to each member
  of such committee, no further notice of such regular meetings need be given
  thereafter. Special meetings of any such committee may be held at any place
  which has been determined from time to time by such committee, and may be called
  by any director who is a member of such committee, upon written notice to the
  members of such committee of the time and place of such special meeting given
  in the manner provided for the giving of written notice to members of the Board
  of Directors of the time and place of special meetings of the Board of Directors.
  Notice of any special meeting of any committee may be waived in writing at any
  time before or after the meeting and will be waived by any director by attendance
  thereat, except when the director attends such special meeting for the express
  purpose of objecting, at the beginning of the meeting, to the transaction of
  any business because the meeting is not lawfully called or convened. A majority
  of the authorized number of members of any such committee shall constitute a
  quorum for the transaction of business, and the act of a majority of those present
  at any meeting at which a quorum is present shall be the act of such committee.

Section 26. Organization.At every meeting of the directors, the Chairman of the Board of Directors,
  or, if a Chairman has not been appointed or is absent, the President, or if
  the President is absent, the most senior Vice President, or, in the absence
  of any such officer, a chairman of the meeting chosen by a majority of the directors
  present, shall preside over the meeting. The Secretary, or in his absence, an
  Assistant Secretary directed to do so by the President, shall act as secretary
  of the meeting.

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ARTICLE V

OFFICERS

Section 27. Officers Designated.The officers of the Corporation shall include, if and when designated by
  the Board of Directors, the Chairman of the Board of Directors, the Chief Executive
  Officer, the President, one or more Vice Presidents, the Secretary, the Chief
  Financial Officer, the Treasurer, the Controller, all of whom shall be elected
  at the annual organizational meeting of the Board of Direction. The Board of
  Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers,
  Assistant Controllers and such other officers and agents with such powers and
  duties as it shall deem necessary. The Board of Directors may assign such additional
  titles to one or more of the officers as it shall deem appropriate. Any one
  person may hold any number of offices of the Corporation at any one time unless
  specifically prohibited therefrom by law. The salaries and other compensation
  of the officers of the Corporation shall be fixed by or in the manner designated
  by the Board of Directors.

Section 28. Tenure and Duties of Officers.

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

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

(c) Duties of President.The President shall preside at all meetings of the stockholders and at all
  meetings of the Board of Directors, unless the Chairman of the Board of Directors
  has been appointed and is present. Unless some other officer has been elected
  Chief Executive Officer of the Corporation, the President shall be the chief
  executive officer 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 the Corporation. The President shall perform other duties commonly
  incident to his office and shall also perform such other duties and have such
  other powers as the Board of Directors shall designate from time to time.

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

(e) Duties of Secretary.The Secretary shall attend all meetings of the stockholders and of the Board
  of Directors and shall record all acts and proceedings thereof in the minute
  book of the Corporation. The Secretary shall give notice in conformity with
  these Bylaws of all meetings of the stockholders and of all meetings of the
  Board of Directors and any committee thereof requiring notice. The Secretary
  shall perform all other duties given him in these Bylaws and other duties commonly
  incident to his office and shall also perform such other duties and have such
  other powers as the Board of Directors shall designate from time to time. The
  President may direct any Assistant Secretary to assume and perform the duties
  of the

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Secretary in the absence or disability of the Secretary, and
  each Assistant Secretary shall perform other duties commonly incident to his
  office and shall also perform such other duties and have such other powers as
  the Board of Directors or the President shall designate from time to time.

(f) Duties of Chief Financial
  Officer.The Chief Financial Officer shall keep or cause to be kept the
  books of account of the Corporation in a thorough and proper manner and shall
  render statements of the financial affairs of the Corporation in such form and
  as often as required by the Board of Directors or the President. The Chief Financial
  Officer, subject to the order of the Board of Directors, shall have the custody
  of all funds and securities of the Corporation. The Chief Financial Officer
  shall perform other duties commonly incident to his office and shall also perform
  such other duties and have such other powers as the Board of Directors or the
  President shall designate from time to time. The President may direct the Treasurer
  or any Assistant Treasurer, or the Controller or any Assistant Controller to
  assume and perform the duties of the Chief Financial Officer in the absence
  or disability of the Chief Financial Officer, and each Treasurer and Assistant
  Treasurer and each Controller and Assistant Controller shall perform other duties
  commonly incident to his office and shall also perform such other duties and
  have such other powers as the Board of Directors or the President shall designate
  from time to time.

Section 29. Delegation of
  Authority.The Board of Directors may from time to time delegate the powers
  or duties of any officer to any other officer or agent, notwithstanding any
  provision hereof.

Section 30. Resignations.Any officer may resign at any time by giving written notice to the Board
  of Directors or to the President or to the Secretary. Any such resignation shall
  be effective when received by the person or persons to whom such notice is given,
  unless a later time is specified therein, in which event the resignation shall
  become effective at such later time. Unless otherwise specified in such notice,
  the acceptance of any such resignation shall not be necessary to make it effective.
  Any resignation shall be without prejudice to the rights, if any, of the Corporation
  under any contract with the resigning officer.

Section 31. Removal.Any
  officer may be removed from office at any time, either with or without cause,
  by the affirmative vote of a majority of the directors in office at the time,
  or by the unanimous written consent of the directors in office at the time,
  or by any committee or superior officers upon whom such power of removal may
  have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING 
  OF SECURITIES OWNED BY THE CORPORATION

Section 32. Execution of
  Corporate Instrument.The Board of Directors may, in its discretion, determine
  the method and designate the signatory officer or officers, or other person
  or persons, to execute on behalf of the Corporation any corporate instrument
  or document, or to sign on behalf of the Corporation the corporate name without
  limitation, or to enter into contracts on behalf of the Corporation, except
  where otherwise provided by law or these Bylaws, and such execution or signature
  shall be binding upon the Corporation.

Unless otherwise specifically
  determined by the Board of Directors or otherwise required by law, promissory
  notes, deeds of trust, mortgages and other evidences of indebtedness of the
  Corporation, and other corporate instruments or documents requiring the corporate
  seal, and certificates of shares of stock owned by the Corporation, shall be
  executed, signed or endorsed by the Chairman of the Board of Directors, or the
  President or any Vice President, and by the Secretary or Treasurer or any Assistant
  Secretary or Assistant Treasurer. All other instruments and documents requiting
  the corporate signature, but not

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requiring the corporate seal, may be executed as aforesaid
  or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn
  on banks or other depositaries on funds to the credit of the Corporation or
  in special accounts of the Corporation shall be signed by such person or persons
  as the Board of Directors shall authorize so to do.

Unless authorized or ratified
  by the Board of Directors or within the agency power of an officer, no officer,
  agent or employee shall have any power or authority to bind the Corporation
  by any contract or engagement or to pledge its credit or to render it liable
  for any purpose or for any amount.

Section 33. Voting of Securities
  Owned by the Corporation.All stock and other securities of other corporations
  owned or held by the Corporation for itself, or for other parties in any capacity,
  shall be voted, and all proxies with respect thereto shall be executed, by the
  person authorized so to do by resolution of the Board of Directors, or, in the
  absence of such authorization, by the Chairman of the Board of Directors, the
  Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 34. Form and Execution
  of Certificates.Certificates for the shares of stock of the Corporation
  shall be in such form as is consistent with the Articles of Incorporation and
  applicable law. Every holder of stock in the Corporation shall be entitled to
  have a certificate signed by or in the name of the Corporation by the Chairman
  of the Board of Directors, or the President or any Vice President and by the
  Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying
  the number of shares owned by him in the Corporation. Any or all of the signatures
  on the certificate may be facsimiles. In case any officer, transfer agent, or
  registrar who has signed or whose facsimile signature has been placed upon a
  certificate shall have ceased to be such officer, transfer agent, or registrar
  before such certificate is issued, it may be issued with the same effect as
  if he were such officer, transfer agent, or registrar at the date of issue.
  Each certificate shall state upon the face or back thereof, in full or in summary,
  all of the powers, designations, preferences, and rights, and the limitations
  or restrictions of the shares authorized to be issued or shall, except as otherwise
  required by law, set forth on the face or back a statement that the Corporation
  will furnish without charge to each stockholder who so requests the powers,
  designations, preferences and relative, participating, optional, or other special
  rights of each class of stock or series thereof and the qualifications, limitations
  or restrictions of such preferences and/or rights. Within a reasonable time
  after the issuance or transfer of uncertificated stock, the Corporation shall
  send to the registered owner thereof a written notice containing the information
  required to be set forth or stated on certificates pursuant to this section
  or otherwise required by law or with respect to this section a statement that
  the Corporation will furnish without charge to each stockholder who so requests
  the powers, designations, preferences and relative participating, optional or
  other special rights of each class of stock or series thereof and the qualifications,
  limitations or restrictions of such preferences and/or rights. Except as otherwise
  expressly provided by law, the rights and obligations of the holders of certificates
  representing stock of the same class and series shall be identical.

Section 35. Lost Certificates.A new certificate or certificates shall be issued in place of any certificate
  or certificates theretofore issued by the Corporation alleged to have been lost,
  stolen, or destroyed, upon the making of an affidavit of that fact by the person
  claiming the certificate of stock to be lost, stolen, or destroyed. The Corporation
  may require, as a condition precedent to the issuance of a new certificate or
  certificates, the owner of such lost, stolen, or destroyed certificate or certificates,
  or his legal representative, to advertise the same in such manner as it shall
  require or to give the Corporation a surety

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bond in such form and amount as it may direct as indemnity
  against any claim that may be made against the Corporation with respect to the
  certificate alleged to have been lost, stolen, or destroyed.

Section 36. Transfers.

(a) Transfers of record of shares
  of stock of the Corporation shall be made only upon its books by the holders
  thereof, in person or by attorney duly authorized, and upon the surrender of
  a properly endorsed certificate or certificates for a like number of shares.

(b) The Corporation shall have
  power to enter into and perform any agreement with any number of stockholders
  of any one or more classes of stock of the Corporation to restrict the transfer
  of shares of stock of the Corporation of any one or more classes owned by such
  stockholders in any manner not prohibited by the General Corporation Law of
  Nevada.

Section 37. Fixing Record Dates.

(a) In order that the Corporation
  may determine the stockholders entitled to notice of or to vote at any meeting
  of stockholders or any adjournment thereof, the Board of Directors may fix,
  in advance, a record date, which record date shall not precede the date upon
  which the resolution fixing the record date is adopted by the Board of Directors,
  and which record date shall not be more than sixty (60) nor less than ten (10)
  days before the date of such meeting. If no record date is fixed by the Board
  of Directors, the record date for determining stockholders entitled to notice
  of or to vote at a meeting of stockholders shall be at the close of business
  on the day next preceding the day on which notice is given, or if notice is
  waived, at the close of business on the day next preceding the day on which
  the meeting is held. A determination of stockholders of record entitled to notice
  of or to vote at a meeting of stockholders shall apply to any adjournment of
  the meeting; provided, however, that the Board of Directors may fix a new record
  date for the adjourned meeting.

(b) In order that the Corporation
  may determine the stockholders entitled to receive payment of any dividend or
  other distribution or allotment of any rights or the stockholders entitled to
  exercise any rights in respect of any change, conversion or exchange of stock,
  or for the purpose of any other lawful action, the Board of Directors may fix,
  in advance, a record date, which record date shall not precede the date upon
  which the resolution fixing the record date is adopted, and which record date
  shall be not more than sixty (60) days prior to such action. If no record date
  is filed, the record date for determining stockholders for any such purpose
  shall be at the close of business on the day on which the Board of Directors
  adopts the resolution relating thereto.

Section 38. Registered Stockholders.
  The Corporation shall be entitled to recognize the exclusive right of a person
  registered on its books as the owner of shares to receive dividends, and to
  vote as such owner, and shall not be bound to recognize any equitable or other
  claim to or interest in such share or shares on the part of any other person
  whether or not it shall have express or other notice thereof, except as otherwise
  provided by the laws of Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 39. Execution of
  Other Securities.All bonds, debentures and other corporate securities of
  the Corporation, other than stock certificates (covered in Section 34), may
  be signed by the Chairman of the Board of Directors, the President or any Vice
  President, or such other person as may be authorized by the Board of Directors,
  and the corporate seal impressed thereon or a facsimile of such seal imprinted

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thereon and attested by the signature of the Secretary or
  an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant
  Treasurer; provided, however, that where any such bond, debenture or other corporate
  security shall be authenticated by the manual signature, or where permissible
  facsimile signature, of a trustee under an indenture pursuant to which such
  bond, debenture or other corporate security shall be issued, the signatures
  of the persons signing and attesting the corporate seal on such bond, debenture
  or other corporate security may be the imprinted facsimile of the signatures
  of such persons. Interest coupons appertaining to any such bond, debenture or
  other corporate security, authenticated by a trustee as aforesaid, shall be
  signed by the Treasurer or an Assistant Treasurer of the Corporation or such
  other person as may be authorized by the Board of Directors, or bear imprinted
  thereon the facsimile signature of such person. In case any officer who shall
  have signed or attested any bond, debenture or other corporate security, or
  whose facsimile signature shall appear thereon or on any such interest coupon,
  shall have ceased to be such officer before the bond, debenture or other corporate
  security so signed or attested shall have been delivered, such bond, debenture
  or other corporate security nevertheless may be adopted by the Corporation and
  issued and delivered as though the person who signed the same or whose facsimile
  signature shall have been used thereon had not ceased to be such officer of
  the Corporation.

ARTICLE IX

DIVIDENDS

Section 40. Declaration of
  Dividends.Dividends upon the capital stock of the Corporation, subject
  to the provisions of the Articles of Incorporation, if any, may be declared
  by the Board of Directors pursuant to law at any regular or special meeting.
  Dividends may be paid in cash, in property, or in shares of the capital stock,
  subject to the provisions of the Articles of Incorporation.

Section 41. Dividend Reserve.Before payment of any dividend, there may be set aside out of any funds
  of the Corporation available for dividends such sum or sums as the Board of
  Directors from time to time, in their absolute discretion, think proper as a
  reserve or reserves to meet contingencies, or for equalizing dividends, or for
  repairing or maintaining any property of the Corporation, or for such other
  purpose as the Board of Directors shall think conducive to the interests of
  the Corporation, and the Board of Directors may modify or abolish any such reserve
  in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section 42. Fiscal Year.The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

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

(a) Directors Officers.The
  Corporation shall indemnify its directors and officers to the fullest extent
  not prohibited by the Nevada General Corporation Law; provided, however, that
  the Corporation may modify the extent of such indemnification by individual
  contracts with its directors and officers; and, provided, further, that the
  Corporation shall not be required to indemnify any director or officer in connection

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with any proceeding (or part thereof) initiated by such person
  unless (i) such indemnification is expressly required to be made by law, (ii)
  the proceeding was authorized by the Board of Directors of the Corporation,
  (iii) such indemnification is provided by the Corporation, in its sole discretion,
  pursuant to the powers vested in the Corporation under the Nevada General Corporation
  Law or (iv) such indemnification is required to be made under subsection (d).

(b) Employees and Other Agents.The Corporation shall have power to indemnify its employees and other agents
  as set forth in the Nevada General Corporation Law.

(c) Expense. The Corporation
  shall advance to any person who was or is a party or is threatened to be made
  a party to any threatened, pending or completed action, suit or proceeding,
  whether civil, criminal, administrative or investigative, by reason of the fact
  that he is or was a director or officer, of the Corporation, or is or was serving
  at the request of the Corporation as a director or executive officer of another
  corporation, partnership, joint venture, trust or other enterprise, prior to
  the final disposition of the proceeding, promptly following request therefor,
  all expenses incurred by any director or officer in connection with such proceeding
  upon receipt of an undertaking by or on behalf of such person to repay said
  mounts if it should be determined ultimately that such person is not entitled
  to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing,
  unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance
  shall be made by the Corporation to an officer of the Corporation (except by
  reason of the fact that such officer is or was a director of the Corporation
  in which event this paragraph shall not apply) in any action, suit or proceeding,
  whether civil, criminal, administrative or investigative, if a determination
  is reasonably and promptly made (i) by the Board of Directors by a majority
  vote of a quorum consisting of directors who were not parties to the proceeding,
  or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of
  disinterested directors so directs, by independent legal counsel in a written
  opinion, that the facts known to the decision-making party at the time such
  determination is made demonstrate clearly and convincingly that such person
  acted in bad faith or in a manner that such person did not believe to be in
  or not opposed to the best interests of the Corporation.

(d) Enforcement.Without
  the necessity of entering into an express contract, all rights to indemnification
  and advances to directors and officers under this Bylaw shall be deemed to be
  contractual rights and be effective to the same extent and as if provided for
  in a contract between the Corporation and the director or officer. Any right
  to indemnification or advances granted by this Bylaw to a director or officer
  shall be enforceable by or on behalf of the person holding such right in any
  court of competent jurisdiction if (i) the claim for indemnification or advances
  is denied, in whole or in part, or (ii) no disposition of such claim is made
  within ninety (90) days of request therefor. The claimant in such enforcement
  action, if successful in whole or in part, shall be entitled to be paid also
  the expense of prosecuting his claim. In connection with any claim for indemnification,
  the Corporation shall be entitled to raise as a defense to any such action that
  the claimant has not met the standard of conduct that make it permissible under
  the Nevada General Corporation Law for the Corporation to indemnify the claimant
  for the amount claimed. In connection with any claim by an officer of the Corporation
  (except in any action, suit or proceeding, whether civil, criminal, administrative
  or investigative, by reason of the fact that such officer is or was a director
  of the Corporation) for advances, the Corporation shall be entitled to raise
  a defense as to any such action clear and convincing evidence that such person
  acted in bad faith or in a manner that such person did not believe to be in
  or not opposed in the best interests of the Corporation, or with respect to
  any criminal action or proceeding that such person acted without reasonable
  cause to believe that his conduct was lawful. Neither the failure of the Corporation
  (including its Board of Directors, independent legal counsel or its stockholders)
  to have made a determination prior to the commencement of such action that indemnification
  of the claimant is proper in the circumstances because he has met the applicable
  standard of conduct set forth in the Nevada General Corporation Law, nor an
  actual determination by the Corporation (including its Board of Directors, independent
  legal counsel or its stockholders) that the claimant has not met such applicable
  standard of

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conduct, shall be a defense to the action or create a presumption
  that claimant has not met the applicable standard of conduct. In any suit brought
  by a director or officer to enforce a right to indemnification or to an advancement
  of expenses hereunder, the burden of proving that the director or officer is
  not entitled to be indemnified, or to such advancement of expenses, under this
  Article XI or otherwise shall be on the Corporation.

(e) Non-Exclusivity of Rights.The rights conferred on any person by this Bylaw shall not be exclusive
  of any other right which such person may have or hereafter acquire under any
  statute, provision of the Articles of Incorporation, Bylaws, agreement, vote
  of stockholders or disinterested directors or otherwise, both as to action in
  his official capacity and as to action in another capacity while holding office.
  The Corporation is specifically authorized to enter into individual contracts
  with any or all of its directors, officers, employees or agents respecting indemnification
  and advances, to the fullest extent not prohibited by the Nevada General Corporation
  Law.

(f) Survival of Rights.The
  rights conferred on any person by this Bylaw shall continue as to a person who
  has ceased to be a director, officer, employee or other agent and shall inure
  to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance. To the
  fullest extent permitted by the Nevada General Corporation Law, the Corporation,
  upon approval by the Board of Directors, may purchase insurance on behalf of
  any person required or permitted to be indemnified pursuant to this Bylaw.

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

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

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

(i) The term "proceeding" shall
  be broadly construed and shall include, without limitation, the investigation,
  preparation, prosecution, defense, settlement, arbitration and appeal of, and
  the giving of testimony in, any threatened, pending or completed action, suit
  or proceeding, whether civil, criminal, administrative or investigative.

(ii) The term "expenses" shall
  be broadly construed and shall include, without limitation, court costs, attorneys'
  fees, witness fees, fines, amounts paid in settlement or judgment and any other
  costs and expenses of any nature or kind incurred in connection with any proceeding.

(iii) The term the "Corporation"
  shall include, in addition to the resulting Corporation, any constituent corporation
  (including any constituent of a constituent) absorbed in a consolidation or
  merger which, if its separate existence had continued, would have had power
  and authority to indemnify its directors, officers, and employees or agents,
  so that any person who is or was a director, officer, employee or agent of such
  constituent corporation, or is or was serving at the request of such constituent
  corporation as a director, officer, employee or agent or another corporation,
  partnership, joint venture, trust or other enterprise, shall stand in the same
  position under the provisions of this Bylaw with respect to the resulting or
  surviving corporation as he would have with respect to such constituent corporation
  if its separate existence had continued.

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(iv)
  References to a "director," "executive officer," "officer," "employee," or "agent"
  of the Corporation shall include, without limitation, situations where such
  person is serving at the request of the Corporation as, respectively, a director,
  executive officer, officer, employee, trustee or agent of another corporation,
  partnership, joint venture, trust or other enterprise.

(v)
  References to "other enterprises" shall include employee benefit plans; references
  to "fines" shall include any excise taxes assessed on a person with respect
  to an employee benefit plan; and references to "serving at the request of the
  Corporation" shall include any service as a director, officer, employee or agent
  of the Corporation which imposes duties on, or involves services by, such director,
  officer, employee, or agent with respect to an employee benefit plan, its participants,
  or beneficiaries; and a person who acted in good faith and in a manner he reasonably
  believed to be in the interest of the participants and beneficiaries of an employee
  benefit plan shall be deemed to have acted in a manner "not opposed to the best
  interests of the Corporation" as referred to in this Bylaw.

ARTICLE XII

NOTICES

Section 44. Notices.

(a) Notice to Stockholders.Whenever, under any provisions of these Bylaws, notice is required to be
  given to any stockholder, it shall be given in writing, timely and duly deposited
  in the United States mail, postage prepaid, and addressed to his last known
  post office address as shown by the stock record of the Corporation or its transfer
  agent.

(b) Notice to directors.Any notice required to be given to any director may be given by the method
  stated in subsection (a), or by facsimile, telex or telegram, except that such
  notice other than one which is delivered personally shall be sent to such address
  as such director shall have filed in writing with the Secretary, or, in the
  absence of such filing, to the last known post office address of such director.

(c) Affidavit of Mailing.
  An affidavit of mailing, executed by a duly authorized and competent employee
  of the Corporation or its transfer agent appointed with respect to the class
  of stock affected, specifying the name and address or the names and addresses
  of the stockholder or stockholders, or director or directors, to whom any such
  notice or notices was or were given, and the time and method of giving the same,
  shall in the absence of fraud, be prima facie evidence of the facts therein
  contained.

(d) Time Notices Deemed Given.All notices given by mail, as above provided, shall be deemed to have been
  given as at the time of mailing, and all notices given by facsimile, telex or
  telegram shall be deemed to have been given as of the sending time recorded
  at time of transmission.

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

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

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(g) Notice to Person with
  Whom Communication Is Unlawful.Whenever notice is required to be given,
  under any provision of law or of the Articles of Incorporation or Bylaws of
  the Corporation, to any person with whom communication is unlawful, the giving
  of such notice to such person shall not be require and there shall be no duty
  to apply to any governmental authority or agency for a license or permit to
  give such notice to such person. Any action or meeting which shall be taken
  or held without notice to any such person with whom communication is unlawful
  shall have the same force and effect as if such notice had been duly given.
  In the event that the action taken by the Corporation is such as to require
  the filing of a certificate under any provision of the Nevada General Corporation
  Law, the certificate shall state, if such is the fact and if notice is required,
  that notice was given to all persons entitled to receive notice except such
  persons with whom communication is unlawful.

(h) Notice to Person with
  Undeliverable Address.Whenever notice is required to be given, under any
  provision of law or the Articles of Incorporation or Bylaws of the Corporation,
  to any stockholder to whom (i) notice of two consecutive annual meetings, and
  all notices of meetings or of the taking of action by written consent without
  a meeting to such person during the period between such two consecutive annual
  meetings, or (ii) all, and at least two, payments (if sent by first class mail)
  of dividends or interest on securities during a twelve-month period, have been
  mailed addressed to such person at his address as shown on the records of the
  Corporation and have been returned undeliverable, the giving of such notice
  to such person shall not be required. Any action or meeting which shall be taken
  or held without notice to such person shall have the same force and effect as
  if such notice had been duly given. If any such person shall deliver to the
  Corporation a written notice setting forth his then current address, the requirement
  that notice be given to such person shall be reinstated. In the event that the
  action taken by the Corporation is such as to require the filing of a certificate
  under any provision of the Nevada General Corporation Law, the certificate need
  not state that notice was not given to persons to whom notice was not required
  to be given pursuant to this paragraph.

ARTICLE XIII

AMENDMENTS

Section 45. Amendments.

The Board of Directors shall have the power
  to adopt, amend, or repeal Bylaws.

ARTICLE XIV

LOANS TO OFFICERS

Section 46. Loans to Officers.The Corporation may lend money to, or guarantee any obligation of, or otherwise
  assist any officer or other employee of the Corporation or of its subsidiaries,
  including any officer or employee who is a Director of the Corporation or its
  subsidiaries, whenever, in the judgment of the Board of Directors, such loan,
  guarantee or assistance may reasonably be expected to benefit the Corporation.
  The loan, guarantee or other assistance may be with or without interest and
  may be unsecured, or secured in such manner as the Board of Directors shall
  approve, including, without limitation, a pledge of shares of stock of the Corporation.
  Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers
  of guaranty or warranty of the Corporation at common law or under any statute.

Declared as the By-Laws, as amended of NorPac Technologies, Inc. as of the 12th day of July, 2004.

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|Signature of Officer: | /s/ Bruce T. Leitch | 
|--------------------- | ------------------- | 
|                      |                     | 
|                      |                     | 
|Name of Officer:      | BRUCE T. LEITCH     | 
|                      |                     | 
|Position of Officer:  | PRESIDENT           | 

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