**BYLAWS**

**OF**

**MERCARICOMMUNICATIONS GROUP, LTD.**

**OFFICES**

     **Section1. Principal Office.** The principal office of the corporation in the state ofColorado shall be located at Denver, Colorado. The corporation may have suchother offices, either within or without the state of Colorado, as the Board ofDirectors may designate or as the business of the corporation may require fromtime to time.

**SHAREHOLDERS**

     **Section2. Annual Meetings.** The annual meeting of the shareholders shall be heldduring the three months of the second fiscal quarter of each fiscal year of thecorporation at such time and place as the President or Secretary shalldesignate, for the purpose of electing directors and for the transaction of suchother business as may come before the meeting.

     **Section3. Special Meetings.** Special meetings of the shareholders, for any purposeor purposes, unless otherwise prescribed by statute, may be called by thePresident or by the Board of Directors, and shall be called by the President atthe request of the holders of not less than one-tenth of all of the outstandingshares of the corporation entitled to vote at the meeting.

     **Section4. Place of Meeting.** The Board of Directors may designate any place, eitherwithin or without the state of Colorado, as the place of meeting for any annualmeeting or for any special meeting called by the Board of Directors. A waiver ofnotice signed by all shareholders entitled to vote at a meeting may designateany place, either within or without the state of Colorado, as the place for theholding of such meeting. if no designation is made, or if a special meeting beotherwise called, the place of meeting shall be the registered office of thecorporation in the state of Colorado.

     **Section5. Notice of Meeting.** Written notice stating the place, day and hour of themeeting and, in the case of a special meeting, the purpose or purposes for whichthe meeting is called, shall be delivered not less than ten days nor more thanfifty days before the date of the meeting, either personally or by mail, by orat the direction of the President or the Secretary, or the officer or personcalling the meeting, to each shareholder of record entitled to vote at suchmeeting, except that; if the authorized shares are to be increased, at leastthirty (30) days notice shall be given. If mailed, such notice shall be deemeddelivered as to any shareholder of record when deposited in the United Statesmail, addressed to the shareholder, at his address as it appears on the stocktransfer books of the corporation, with postage thereon Prepaid, but if threesuccessive letters mailed to the last-known address of any shareholder of recordare returned as undeliverable, no further notices to such shareholder shall benecessary until another address for such shareholder is made known to thecorporation. A waiver of notice to a shareholder in writing signed by the personentitled to such notice, whether before, at, or after the time stated therein,shall be equivalent to the giving of such notice.By attending a meeting, a shareholder (a) waives objection to lack of notice oreffective notice of such meeting unless the shareholder, at the beginning of themeeting, objects to the holding of the meeting or the transacting of business atthe meeting; and (b) waives objection to consideration at such meeting of aparticular matter not within the purpose or purposes described in the meetingnotice unless the shareholder objects to considering the matter when it ispresented.

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     Whena meeting is adjourned to another time or place, notice need not be given of theadjourned meeting if the time and place thereof are announced at the meeting atwhich the adjournment is taken. At the adjourned meeting a corporation maytransact any business which might have been transacted at the original meeting.If the adjournment is for more than thirty (30) days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given for each shareholder of record entitled tovote at the meeting.

     **Section6. Closing of Transfer Books or Fixing of Record Date.** For the purpose ofdetermining shareholders entitled to notice of or to vote at any meeting ofshareholders or any adjournment thereof, or shareholders entitled to receivepayment of any dividend or in order to make a determination of shareholders forany other proper purpose, the Board of Directors of the corporation may providethat the stock transfer books shall be closed for a stated period but not toexceed, in any case, fifty days. If the stock transfer books shall be closed forthe purpose of determining shareholders entitled to notice of or to vote at ameeting of shareholders, such books shall be closed for at least ten daysimmediately preceding such meeting, In lieu of closing the stock transfer books,the Board of Directors may fix in advance a date as the record date for any suchdetermination of shareholders, such date in any case to be not more than fiftydays and, in case of a meeting of shareholders, not less than ten days prior tothe date on which the particular action, requiring such determination ofshareholders, is to be taken. If the stock transfer books are not closed and norecord date is fixed for the determination of shareholders entitled to notice ofor to vote at a meeting of shareholders, or shareholders entitled to receivepayment of a dividend, the date on which notice of the meeting is mailed or theresolution of the Board of Directors declaring such dividend is adopted, as thecase may be, shall be the record date for such determination of shareholders.When a determination of shareholders entitled to vote at any meeting ofshareholders has been made as provided in this section, such determination shallapply to any adjournment thereof.

     **Section7. Quorum.** A majority of the outstanding shares of the corporation entitledto vote, represented in person or by proxy, shall constitute a quorum at ameeting of shareholders. If a quorum is present, the affirmative vote of themajority of the shares represented at the meeting and entitled to vote on thesubject matter (including, but not limited to, the adoption of an incentivestock option plan) shall be the act of the shareholders, unless the vote of agreater proportion or number or voting by classes is required by the ColoradoCorporation Code or the Articles of Incorporation. if a quorum is notrepresented at any meeting of the shareholders, such meeting may be adjournedfor a period not to exceed sixty (60) days at any one adjournment.

     **Section8. Proxies.** At all meetings of shareholders, a shareholder may vote by proxyexecuted in writing by the shareholder or by his duly authorized attorney infact. Such proxy shall be filed with the Secretary of the corporation before orat the time of the meeting. No proxy shall be valid after eleven months from thedate of its execution, unless otherwise provided in the proxy.

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     **Section9. Voting of Shares by Certain Holders.** Shares standing in the name ofanother corporation may be voted by such officer, agent or proxy as the Bylawsof such corporation may prescribe, or in the absence of such provision, as theBoard of Directors of such corporation may determine. If shares or othersecurities having voting power stand of record in the name or two or morepersons, whether fiduciaries, members of a partnership, joint tenants,tenants-in-common, tenants by the entirety, or otherwise, or if two or morepersons have the same fiduciary relationship respecting the same shares, votingwith respect to the shares shall have the following effect: (a) if only oneperson votes, his act binds all; (b) if two or more persons vote, the act of themajority so voting binds all; and (c) if two or more persons vote, but the voteis evenly split on any particular matter, each faction may vote the securitiesin question proportionally, or any person voting the shares of a beneficiary, ifany, may apply to any court of competent jurisdiction in the state of Coloradoto appoint an additional person to act with the person so voting the shares. Theshares shall then be voted as determined by a majority of such persons and theperson appointed by the Court. If a tenancy is held in equal interests, amajority or even split for the purpose of this subsection (c) shall be amajority or even split in interest. The effects of voting stated above in thisparagraph shall not be applicable if the Secretary of the corporation is givenwritten notice of alternative voting provisions and is furnished with a copy ofthe instrument or order wherein the alternative voting provisions are stated.

     Sharesheld by an administrator, executor, guardian or conservator may be voted by him,either in person or by proxy, without a transfer of such shares into his name.Shares standing in the name of a trustee may be voted by him, either in personor by proxy, but no trustee shall be entitled to vote shares held by him withouta transfer of such shares into his name.

     Sharesstanding in the name of a receiver may be voted by such receiver, and sharesheld by or under the control of a receiver may be voted by such receiver withoutthe transfer thereof into his name if authority so to do be contained in anappropriate order of the court by which such receiver was appointed.

     Ashareholder whose shares are pledged shall be entitled to vote such shares untilthe shares have been transferred into the name of the pledgee, and thereafterthe pledgee shall be entitled to vote the shares so transferred.

     Sharesof its own stock belonging to the corporation shall not be voted, directly orindirectly, at any meeting, and shall not be counted in determining the totalnumber of outstanding shares at any given time.

     **Section10. Cumulative Voting.** Cumulative voting of shares shall not be permitted inthe election of directors.

     **Section11. Informal Action by Shareholders.** Any action required or permitted by theColorado Corporation Code to be taken at a shareholders’ meeting may betaken without a meeting if the action is evidenced by one or more writtenconsents describing the action taken, signed by each shareholder entitled tovote and delivered to the Secretary of the corporation for inclusion in theminutes or for tiling with the corporate records. Action thus taken is effectivewhen all shareholders entitledto vote have signed the Consent, unless the consent specifies a differenteffective date. Written consent of the shareholders entitled to vote has thesame force and effect as a unanimous vote of such shareholders and may be statedas such in any document. The record date for determining shareholders entitledto take action without a meeting is the date the first shareholder signs theconsent.

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**BOARDOF DIRECTORS**

     **Section12. General Powers.** The business and affairs of the corporation shall bemanaged by its Board of Directors, except as otherwise may be provided in theArticles of Incorporation. One member of the Board of Directors may be appointedby the directors to the position of Chairman of the Board. If the position isfilled, the Chairman of the Board, when present, shall preside at all meetingsof the stockholders and of the Board of Directors and shall perform all dutiesincident to the office of Chairman of the Board and such other duties as may beprescribed by the Board of Directors from time to time.

     **Section13. Number, Tenure and Qualification.** The number of directors of thecorporation shall be three. Each director shall hold office until the nextannual or special meeting of shareholders at which a new Board of Directors iselected and until his successor shall have been elected and qualified. Directorsneed not be residents of Colorado or shareholders of the corporation.

     **Section14. Regular Meetings.**A regular meeting of the Board of Directors shall beheld without notice other than this Bylaw immediately after, and at the sameplace as, the annual meeting of shareholders. The Board of Directors mayprovide, by resolution, the time and place, either within or without Colorado,for the holding of additional regular meetings without other notice than suchresolution.

     **Section15. Special Meetings.** Special meetings of the Board of Directors may becalled by or at the request of the President or any director. The person orpersons authorized to call special meetings of the Board of Directors may fixany place, either within or without the state of Colorado, as the place forholding any special meeting of the Board of Directors called by them.

     **Section16. Notice.** Notice of any special meeting shall be given at least two daysprevious thereto by written notice delivered personally or mailed to eachdirector at his business address, or by telegram. If mailed, such notice shallbe deemed to be delivered when deposited in the United States Mail so addressed,with postage thereon prepaid. If notice be given by telegram, such notice shallbe deemed to be delivered when the telegram is delivered to the telegraphcompany. Any director may waive notice of any meeting whether before, at orafter the meeting. The attendance of a director at a meeting constitutes awaiver of notice of such meeting, except in cases in which a director attends ameeting for the express purposes of objecting to the transaction of any businessbecause the meeting is not lawfully called or convened. Neither the business tobe transacted at, nor the purpose of, any regular or special meeting of theBoard of Directors need be specified in the notice or waiver of notice of suchmeeting.

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     **Section17. Quorum.** A majority of the number of directors fixed by Section 13 shallconstitute a quorum for the transaction of business at any meeting of the Boardof Directors, but if less than such majority is present at a meeting, a majorityof the directors present may adjourn the meeting from time to time withoutfurther notice.

     **Section18. Manner of Acting.** The act of the majority of the directors present at ameeting at which a quorum is present shall be the act of the Board of Directors.

     **Section19. Vacancies.** Any vacancy occurring in the Board of Directors may be filledby the affirmative vote of a majority of the remaining directors though lessthan a quorum of the Board of Directors. A director elected to fill a vacancyshall be elected for the unexpired term of his predecessor in office. Anydirectorship to be filled by reason of an increase in the number of directorsshall be filled by the affirmative vote of a majority of the directors then inoffice or by an election at an annual meeting or at a special meeting ofshareholders called for that purpose.

     **Section20. Compensation.** By resolution of the Board of Directors, the directorsmay be paid their expenses, if any, of attendance at each meeting of the Boardof Directors, and may be paid a fixed sum for attendance at each meeting of theBoard of Directors or a stated salary as director. No such payment shallpreclude any director from serving the corporation in any other capacity andreceiving compensation therefor.

     **Section21. Presumption of Assent.** A director of the corporation who is present at ameeting of the Board of Directors at which action on any corporate matter istaken is deemed to have assented to the action taken unless: (a) he objects atthe beginning of such meeting to the holding of the meeting or the transactingof business at the meeting; (b) he contemporaneously requests that his dissentfrom the action be entered in the minutes of such meeting; or (c) he giveswritten notice of his dissent to the presiding officer of such meeting beforeits adjournment or to the Secretary of the corporation immediately afteradjournment of such meeting. The right of dissent as to a specific action takenin a meeting of a board or a committee is not available to a director who votesin favor of such action.

     **Section22. Informal Action by Directors.** Any action required or permitted to betaken at a meeting of the Board of Directors or any Committee designated by saidBoard, or any other action which may be taken at a meeting of the Board ofDirectors or designated Committee, may be taken without a meeting if the actionis evidenced by one or more written consents describing the action taken, signedby each director or committee member, and delivered to the Secretary forinclusion in the minutes or for filing with the corporate records. Action thustaken is effective when all directors or committee members have signed theconsent, unless the consent specifies a different effective date. Such consenthas the same force and effect as a unanimous vote of the directors or committeemembers and may be stated as such in any document.

     **Section23. Telephone Board Meetings.** One or more members of the Board of Directorsor any committee designated by such Board may participate in a meeting of theBoard or committee by means of conference telephone or similar communicationsequipment by which all persons participatingin the meeting can hear each other at the same time. Such participation shallconstitute presence in person at the meeting.

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     **Section24. Committees.** The Board of Directors, by resolution adopted by a majorityof the full Board of Directors, may designate from among its members anexecutive committee and one or more other committees each of which, to theextent provided in the resolution, shall have and may exercise such powers asshall be conferred or authorized by the resolution appointing it so long as suchpowers are consistent with Section 7-5-107 of the Colorado Corporation Code. Amajority of any such committee may determine its action and may fix the time andplace of its meetings, unless provided otherwise by the Board of Directors. TheBoard of Directors shall have the power at any time to fill vacancies and, tochange the size or membership of, and to discharge any such committee.

     Eachsuch committee shall keep a written record of its acts and proceedings and shallsubmit such record to the Board of Directors at each regular meeting thereof andat such other times as requested by the Board of Directors. Failure to submitsuch record, or failure of the Board to approve any action indicated thereinwill not, however, invalidate such action to the extent it has been carried outby the corporation prior to the time the record of such action was, or shouldhave been, submitted to the Board of Directors as herein provided.

**OFFICERS**

     **Section25. Number and Age Requirement.** The officers of the corporation shall be aPresident, a Secretary, and a Treasurer, each of whom shall be elected by theBoard of Directors. A Chairman of the Board, one or more Vice Presidents andsuch other officers and assistant officers as may be deemed necessary may beelected or appointed by the Board of Directors. Any two or more offices may beheld by the same person, except the offices of President and Secretary. Theofficers of a Corporation shall be natural persons of the age of eighteen yearsor older.

     **Section26. Election and Term of Office.** The officers of the corporation to beelected by the Board of Directors shall be elected annually by the Board ofDirectors at the first meeting of the Board of Directors held after each annualmeeting of the shareholders. If the election of officers shall not be held atsuch meeting, such election shall be held as soon thereafter as conveniently maybe. Each officer shall hold office until his successor shall have been dulyelected and shall have qualified or until his death or until he shall resign orshall have been removed in the manner hereinafter provided.

     **Section27. Removal.** Any officer or agent elected or appointed by the Board ofDirectors may be removed by the Board of Directors whenever in its judgment thebest interests of the corporation would be served thereby, but such removalshall be without prejudice to the contract rights, if any, of the person soremoved.

     **Section28. Vacancies.** A vacancy in any office because of death, resignation,removal, disqualification or otherwise, may be filled by the Board of Directorsfor the unexpired portion of the term.

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     **Section29. Chairman of the Board.** The Chairman of the Board of Directors, ifelected, or failing his election, the President, shall preside at all meetingsof the stockholders and the Board of Directors and shall perform such otherduties as may be prescribed from time to time by the Board of Directors or bythe Bylaws. If a Chairman of the Board is elected, the Chairman shall possessthe same power as the President to act on behalf of the corporation, to sign allcertificates, contracts and other instruments of the corporation which may beauthorized by the Board of Directors or required by laws or otherwise necessary.

     **Section30. President.** The President shall be the chief operating officer of thecorporation and, subject to the control of the Board of Directors, shall ingeneral supervise and control all of the business and affairs of thecorporation. He shall, when present, preside at all meetings of the shareholdersand of the Board of Directors unless a Chairman of the Board has been appointedin which case the President shall preside at such meetings only in the absenceof the Chairman of the Board. He may sign, with the Treasurer, AssistantTreasurer, Secretary, Assistant Secretary, or any other proper officer of thecorporation thereunto authorized by the Board of Directors, certificates forshares of the Corporation, any deeds, mortgages, bonds, contracts or otherinstruments which the Board of Directors has authorized to be executed, exceptin cases in which the signing and execution thereof shall be expressly delegatedby the Board of Directors or by these bylaws to some other officer or agent ofthe corporation, or shall be required by law to be otherwise signed or executed;and in general shall perform all duties as may be prescribed by the Board ofDirectors from time to time.

     **Section31. The Vice Presidents.** In the absence of the President or in the event ofhis death, inability or refusal to act, the Vice President (or in the eventthere be more than one Vice President, the Vice Presidents in the orderdesignated at the time of their election, or in the absence of any designation,then in the order of their election) , it there be a Vice President, shallperform the duties of the President, and when so acting, shall have all thepowers of and be subject to all the restrictions upon the President. Any VicePresident may sign, with the Secretary or an Assistant Secretary, certificatesfor shares of the corporation, and shall perform such other duties as from timeto time may be assigned to him by the President or by the Board of Directors.

     **Section32. The Secretary.** The Secretary shall: (A) keep the minutes of theshareholders and of the Board of Directors meetings in one or more booksprovided for that purpose; (B) see that all notices are duly given in accordancewith the provisions of these Bylaws or as required by law; (C) be custodian ofthe corporate records and of the seal of the corporation and see that the sealof the corporation is affixed to all documents the execution of which on behalfof the corporation under its seal is duly authorized; (D) keep a register of thepost office address of each shareholder which shall be furnished to theSecretary by such shareholder; (E) sign with the President, or a Vice President,certificates for shares of the corporation, the issuance of which shall havebeen authorized by resolution of the Board of Directors; (F) have general chargeof the stock transfer books of the corporation; and (G) in general perform allduties incident to the office of Secretary and such other duties as from time totime may be assigned to him by the President or by the Board of Directors.

     **Section33. The Treasurer.** The Treasurer shall: (A) have charge and custody of andbe responsible for all funds and securities of the corporation; receive and givereceipts for moneys due andpayable to the corporation from any source whatsoever, and deposit all suchmoneys in the name of the corporation in such banks, trust companies or otherdepositories as shall be selected; and (B) in general perform all of the dutiesincident to the office of Treasurer and such other duties as from time to timemay be assigned to him by the President or by the Board of Directors.

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     **Section34. Assistant Secretaries and Assistant Treasurers.** The AssistantSecretaries, when authorized by the Board of Directors, may sign with thePresident or a Vice President certificates for shares of the corporation theissuance of which shall have been authorized by a resolution of the Board ofDirectors. The Assistant Secretaries and Assistant Treasurers, in general, shallperform such duties as shall be assigned to them by the Secretary or theTreasurer, respectively or by the President or the Board of Directors.

     **Section35. Salaries.** The salaries of the officers shall be fixed from time to timeby the Board of Directors and no officer shall be prevented from receiving suchsalary by reason of the fact that he is also a director of the corporation.

**CONTRACTS,LOANS, CHECKS AND DEPOSITS**

     **Section36. Contracts.** The Board of Directors may authorize any officer orofficers, agent or agents, to enter into any contract or execute and deliver anyinstrument in the name of and on behalf of the corporation, and such authoritymay be general or confined to specific instances.

     **Section37. Loans.** No loans shall be contracted on behalf of the corporation and noevidences of indebtedness shall be issued in its name unless authorized by aresolution of the Board of Directors. Such authority may be general or confinedto specific instances.

     **Section38. Checks, Drafts, Etc.** All checks, drafts or other orders for the paymentof money, notes or other evidences of indebtedness issued in the name of thecorporation, shall be signed by such officer or officers, agent or agents of thecorporation and in such manner as shall from time to time be determined byresolution of the Board of Directors.

     **Section39. Deposits.** All funds of the corporation not otherwise employed shall bedeposited from time to time to the credit of the corporation in such banks,trust companies or other depositories as the Board of Directors may select.

     **Section40. Indemnification.** The corporation may provide indemnification ofofficers, directors and employees as permitted under Section Colorado RevisedStatutes, 1973, as such statute may be in effect from time to time.

**MISCELLANEOUS**

     **Section41. Rules of Order.** At any meeting of shareholders or directors of thecorporation at which a question of procedure arises, the person presiding at themeeting may rely upon the Roberts Rules of Order as then in effect to resolveany such question.

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     **Section42. Certificates for Shares.** Certificates representing shares of thecorporation shall be in such form as shall be determined by the Board ofDirectors. Such certificates shall be signed by the Chairman of the Board or bythe President or a Vice President and by the Treasurer or an Assistant Treasureror by the Secretary or an Assistant Secretary. All certificates for shares shallbe consecutively numbered or otherwise identified. The name and address of theperson to whom the shares represented thereby are issued, with the number ofshares and date of issue, shall be entered on the stock transfer books of thecorporation. All certificates surrendered to the corporation for transfer shallbe cancelled and no new certificate shall be issued until the former certificatefor a like number of shares shall have been surrendered and cancelled, exceptthat in case of a lost, destroyed or mutilated certificate a new one may beissued therefor upon such terms and indemnity to the corporation as the Board ofDirectors may prescribe.

     **Section43. Transfer of Shares.** Transfer of shares of the corporation shall be madeonly on he stock transfer books of the corporation by the holder of recordthereof or by his legal representative, who shall furnish proper evidence ofauthority to transfer, or by his attorney thereunto authorized by power ofattorney duly executed and filed with the Secretary of the corporation, and onsurrender for cancellation of the certificate for such shares. The person inwhose name shares stand on the books of the corporation shall be deemed by thecorporation to be the owner thereof for all purposes.

     **Section44. Dividends.** The Board of Directors may from time to time declare, andthe corporation may pay, dividends in the manner and upon the terms andconditions provided by law and its Articles of Incorporation.

     **Section45. Seal.**The Board of Directors shall provide a corporate seal which shallbe circular in form and shall have inscribed thereon the name of the corporationand the state of incorporation and the words, “Corporate Seal.”

     **Section46. Emergency Bylaws.** Subject to repeal or change by action of theshareholders, and in accordance with the Colorado Corporation Code, the Board ofDirectors of the corporation may adopt emergency bylaws which shall,notwithstanding any different provision elsewhere in the bylaws or in thearticles of incorporation, be operative during any national emergency asdescribed in the Colorado Corporation Code.

     **Section47. Inspection.** The books, accounts, and records of the corporation shallbe open to inspection by any member of the Board of Directors at all times; andopen to inspection by the stockholders at such time, and subject to suchregulations as the Board of Directors may prescribe, except as otherwiseprovided by statute of Colorado or of the United States of America.

     **Section48. Amendments.** These Bylaws may be altered, amended or repealed and newBylaws may be adopted by the Board of Directors at any regular or specialmeeting of the Board of Directors.

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